40-17G 1 fidelitybonds.htm FIDELITY BONDS fidelitybonds.htm
111 Huntington Ave., Boston, Massachusetts  02199-7632
Phone 617-954-5000
 
 
                                           March 14, 2016

VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

Ladies and Gentlemen:

Pursuant to Rule 17g-1(g) under the Investment Company Act of 1940, as amended, enclosed herewith for filing are the following documents:

 
1.
A copy of the resolution of the Board of Trustees approving the form and amount of the bonds:

 
a.
Certificate of Assistant Secretary for MFS Series Trust I, II, III, IV, V, VI, VII, VIII, IX, X, XI, XII, XIII, XIV, XV XVI, MFS Municipal Series Trust, MFS Variable Insurance Trust, MFS Variable Insurance Trust II, MFS Variable Insurance Trust III, MFS Institutional Trust, Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS California Municipal Fund, MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust, MFS InterMarket Income Trust I and MFS Special Value Trust, dated February 4, 2016;

 
2.
Fidelity Bond Claim Agreement, dated November 1, 1993, as amended and restated June 12, 2002, as amended and restated June 12, 2002, as amended and restated March 1, 2008, (including Exhibit A, as of July 15, 2015 and Exhibit B, as of November 1, 2014), between the investment company and all other parties to the joint insured bonds entered into pursuant to paragraph (f) of the Rule; and

 
3.
Copies of the executed bonds:

·  
Federal Insurance Company – Bond No. – 81391896 - Declarations
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 1
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 2
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 3
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 4
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 5
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 6
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 7
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 8
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 9
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 10

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United States Securities and Exchange Commission
 
March 14, 2016
 
Page 2


·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 11
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 12
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 13
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 14
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 15
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 16
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 17
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 18
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 19
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 20
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 21
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 22
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 23
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 24
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 25
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 26
·  
Federal Insurance Company – Bond No.– 81391896 - Endorsement No. 27
·  
Policyholder Disclosure Notice of Terrorism Insurance Coverage
·  
Important Notice to Policyholders

Had each of the Funds listed below on Attachment A not been named as an insured under the joint insured bonds in effect, it is estimated that each Fund would have been required to maintain coverage under the Rule as set forth on Attachment B.

The premium on the above-mentioned bonds has been paid from November 1, 2015 to November 1, 2016.

                                           Very truly yours,

 
 
                                           KRISTIN V. COLLINS
                                           Kristin V. Collins
                                           Assistant Secretary and Assistant Clerk
KVC/bjn
Attachments

1017070
 
 

 

ATTACHMENT A

MFS SERIES TRUST I (File Nos. 33-7638 and 811-4777)
MFS Core Equity Fund (“RGI”)
MFS Global Leaders Fund ("GLD")
MFS Low Volatility Equity Fund ("LVU")
MFS Low Volatility Global Equity Fund ("LVO")
MFS New Discovery Fund (“NDF”)
MFS Research International Fund (“RIF”)
MFS Technology Fund (“SCT”)
MFS U.S. Government Cash Reserve Fund (“MCF”)
MFS Value Fund (“EIF”)

MFS® SERIES TRUST II (File Nos. 33-7637 and 811-4775)
MFS Growth Fund (“MEG”)

MFS® SERIES TRUST III (File Nos. 2-60491 and 811-2794)
MFS Global High Yield Fund (“HYO”)
MFS High Income Fund (“MFH”)
MFS High Yield Pooled Portfolio ("HYP")
MFS Municipal High Income Fund (“MMH”)

MFS® SERIES TRUST IV (File Nos. 2-54607 and 811-2594)
MFS Blended Research Emerging Markets Equity Fund ("BRK")
MFS Blended Research Global Equity Fund ("BRL")
MFS Blended Research International Equity Fund ("BRX")
MFS Global New Discovery Fund ("GND")
MFS Mid Cap Growth Fund (“OTC”)
MFS U.S. Government Money Market Fund (“MMM”)

MFS® SERIES TRUST V (File Nos. 2-38613 and 811-2031)
MFS International New Discovery Fund (“MIO”)
MFS Research Fund (“MFR”)
MFS Total Return Fund (“MTR”)

MFS® SERIES TRUST VI (File Nos. 33-34502 and 811-6102)
MFS Global Equity Fund (“MWE”)
MFS Global Total Return Fund (“MWT”)
MFS Utilities Fund (“MMU”)

MFS® SERIES TRUST VII (File Nos. 2-68918 and 811-3090)
 
MFS Equity Income Fund ("EQI")

MFS® SERIES TRUST VIII (File Nos. 33-37972 and 811-5262)
MFS Global Growth Fund (“WGF”)
MFS Strategic Income Fund (“MSI”)

MFS® SERIES TRUST IX (File Nos. 2-50409 and 811-2464)
MFS Corporate Bond Fund (“MFB”)
MFS Inflation-Adjusted Bond Fund (“IAB”)
MFS Limited Maturity Fund (“MLM”)
MFS Municipal Limited Maturity Fund (“MML”)
MFS Total Return Bond Fund (“RBF”)


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ATTACHMENT A
MFS® SERIES TRUST X (File Nos. 33-1657 and 811-4492)
MFS Absolute Return Fund ("ART")
MFS Aggressive Growth Allocation Fund (“AGG”)
MFS Blended Research Growth Equity Fund ("BRW")
MFS Blended Research Small Cap Equity Fund ("BRS")
MFS Blended Research Value Equity Fund ("BRU")
MFS Conservative Allocation Fund (“CON”)
MFS Emerging Markets Debt Fund (“EMD”)
MFS Emerging Markets Debt Local Currency Fund ("EML")
MFS Emerging Markets Equity Fund (“FEM”)
MFS Global Bond Fund ("GLB")
MFS Growth Allocation Fund (“GRO”)
MFS International Diversification Fund (“MDI”)
MFS International Growth Fund (“FGF”)
MFS International Value Fund (“FGI”)
MFS Managed Wealth Fund ("MGW")
MFS Moderate Allocation Fund (“MOD”)

MFS® SERIES TRUST XI (File Nos. 33-68310 and 811-7992)
 
MFS Blended Research Core Equity Fund (“UNE”)
MFS Mid Cap Value Fund (“MDV”)

MFS® SERIES TRUST XII (File Nos. 333-126328 and 811-21780)
MFS Equity Opportunities Fund (“MSR”)
MFS Lifetime 2015 Fund ("L15")
MFS Lifetime 2020 Fund (“ML2”)
MFS Lifetime 2025 Fund ("L25")
MFS Lifetime 2030 Fund (“ML3”)
MFS Lifetime 2035 Fund ("L35")
MFS Lifetime 2040 Fund (“ML4”)
MFS Lifetime 2045 Fund ("L45")
MFS Lifetime 2050 Fund ("ML5")
MFS Lifetime 2055 Fund ("L55")
MFS Lifetime Income Fund (“LRT”)

MFS® SERIES TRUST XIII (File Nos. 2-74959 and 811-3327)
MFS Diversified Income Fund (“DIF”)
MFS Global Real Estate Fund (“GRE”)
MFS Government Securities Fund (“MGS”)
MFS New Discovery Value Fund ("NDV")

MFS® SERIES TRUST XIV (File No. 811-22033)
MFS Institutional Money Market Portfolio (“IMM”)

MFS® SERIES TRUST XV (File Nos. 2-96738 and 811-4253)
MFS Commodity Strategy Fund ("CMS")
MFS Global Alternative Strategy Fund (“DTR”)

MFS® SERIES TRUST XVI (File Nos. 2-36431 and 811-2032)
MFS Global Multi-Asset Fund ("GMA")

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ATTACHMENT A

MFS® MUNICIPAL SERIES TRUST (File Nos. 2-92915 and 811-4096)
MFS Alabama Municipal Bond Fund (“MAL”)
MFS Arkansas Municipal Bond Fund (“MAR”)
MFS California Municipal Bond Fund (“MCA”)
MFS Georgia Municipal Bond Fund (“MGA”)
MFS Maryland Municipal Bond Fund (“MMD”)
MFS Massachusetts Municipal Bond Fund (“MMA”)
MFS Mississippi Municipal Bond Fund (“MMP”)
MFS Municipal Income Fund (“MMI”)
MFS New York Municipal Bond Fund (“MNY”)
MFS North Carolina Municipal Bond Fund (“MNC”)
MFS Pennsylvania Municipal Bond Fund (“MPA”)
MFS South Carolina Municipal Bond Fund (“MSC”)
MFS Tennessee Municipal Bond Fund (“MTN”)
MFS Virginia Municipal Bond Fund (“MVA”)
MFS West Virginia Municipal Bond Fund (“MWV”)

MFS® VARIABLE INSURANCE TRUST (File Nos. 33-74668 and 811-8326)
MFS Global Equity Series (“VGE”)
MFS Growth Series (“VEG”)
MFS Investors Trust Series (“VGI”)
MFS Mid Cap Growth Series (“VMG”)
MFS New Discovery Series (“VND”)
MFS Research Series (“VFR”)
MFS Total Return Bond Series (“VFB”)
MFS Total Return Series ("VTR")
MFS Utilities Series (“VUF”)
MFS Value Series (“VLU”)

MFS® VARIABLE INSURANCE TRUST II (File Nos. 2-83616 and 811-3732)
MFS Blended Research Core Equity Portfolio (“CGS”)
MFS Core Equity Portfolio (“RGS”)
MFS Corporate Bond Portfolio (“BDS”)
MFS Emerging Markets Equity Portfolio (“FCE”)
MFS Global Governments Portfolio (“WGS”)
MFS Global Growth Portfolio (“WGO”)
MFS Global Research Portfolio (“RES”)
MFS Global Tactical Allocation Portfolio (“WTS”)
MFS Government Securities Portfolio (“GSS”)
MFS High Yield Portfolio (“HYS”)
MFS International Growth Portfolio (“FCI”)
MFS International Value Portfolio (“FCG”)
MFS Massachusetts Investors Growth Stock Portfolio (“MIS”)
MFS Money Market Portfolio (“MKS”)
MFS Research International Portfolio (“RSS”)
MFS Strategic Income Portfolio (“SIS”)
MFS Technology Portfolio (“TKS”)

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ATTACHMENT A

MFS® VARIABLE INSURANCE TRUST III (File Nos. 333-59093 and 811-08879)
MFS Blended Research Small Cap Equity Portfolio ("VSC")
MFS Conservative Allocation Portfolio ("VCA")
MFS Global Real Estate Portfolio ("VRE")
MFS Growth Allocation Portfolio ("VGA")
MFS Inflation-Adjusted Bond Portfolio ("VIA")
MFS Limited Maturity Portfolio ("VLT")
MFS Mid Cap Value Portfolio ("VMC")
MFS Moderate Allocation Portfolio ("VMA")
MFS New Discovery Value Portfolio ("VDV")

MFS® INSTITUTIONAL TRUST (File Nos. 33-37615 and 811-6174)
MFS Institutional International Equity Fund (“IIE”)
MFS Institutional Large Cap Value Fund (“ILV”)

STAND-ALONE FUNDS:
Massachusetts Investors Trust (“MIT”) (File Nos. 2-11401 and 811-203)
Massachusetts Investors Growth Stock Fund (“MIG”) (File Nos. 2-14677 and 811-859)

CLOSED-END FUNDS:
MFS California Municipal Fund (“CCA”) (File Nos. 333-84993 and 811-9537)
MFS Charter Income Trust (“MCR”) (File Nos. 33-29012 and 811-5822)
MFS Government Markets Income Trust (“MGF”) (File Nos. 33-12945 and 811-5078)
MFS High Income Municipal Trust (“CXE”) (File Nos. 333-81129 and 811-5754)
MFS High Yield Municipal Trust (“CMU”) (File Nos. 33-77261 and 811-4992)
MFS InterMarket Income Trust I (“CMK”) (File Nos. 33-30179 and 811-5851
MFS Intermediate High Income Fund (“CIH”) (File Nos. 333-85901 and 811-5567)
MFS Intermediate Income Trust (“MIN”) (File Nos. 33-19364 and 811-5440)
MFS Investment Grade Municipal Trust (“CXH”) (File Nos. 333-81131 and 811-5785)
MFS Multimarket Income Trust (“MMT”) (File Nos. 33-11246 and 811-4975)
MFS Municipal Income Trust (“MFM”) (File Nos. 33-8850 and 811-4841)
MFS Special Value Trust (“MFV”) (File Nos. 33-31346 and 811-5912)

1017070
 
 

 


ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

MFS® SERIES TRUST I

MCF
$  750,000
RGI
1,250,000
GLD*
N/A
LVU
200,000
LVO
350,000
NDF
1,250,000
RIF
2,500,000
SCT
750,000
EIF
2,500,000

MFS® SERIES TRUST II

MEG
$2,500,000

MFS® SERIES TRUST III

MFH
$1,250,000
HYO
750,000
HYP
1,250,000
MMH
2,100,000

MFS® SERIES TRUST IV

BRK
$125,000
BRL
125,000
BRX
125,000
GND
250,000
OTC
1,500,000
MMM
750,000

MFS® SERIES TRUST V

MIO
$2,500,000
MFR
2,500,000
MTR
2,500,000

MFS® SERIES TRUST VI

MWE
$1,700,000
MWT
1,250,000
MMU
2,500,000

MFS® SERIES TRUST VII

EQI
$525,000


*GLD – Fund was closed on 11-18-15

1017070
 
 

 

ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

MFS® SERIES TRUST VIII

WGF
$600,000
MSI
750,000

MFS® SERIES TRUST IX

MFB
$1,900,000
IAB
1,250,000
MLM
1,250,000
MML
1,250,000
RBF
2,500,000

MFS® SERIES TRUST X

ART
$   600,000
AGG
1,500,000
BRW
100,000
BRS
100,000
BRU
100,000
CON
1,900,000
EMD
2,500,000
EML
750,000
FEM
900,000
GLB
900,000
GRO
2,500,000
MDI
2,500,000
FGF
2,300,000
FGI
2,500,000
MGW
400,000
MOD
2,500,000

MFS® SERIES TRUST XI

MDV
$2,300,000
UNE
900,000

MFS® SERIES TRUST XII

MSR
$750,000
L15
350,000
ML2
750,000
L25
525,000
ML3
750,000
L35
525,000
ML4
750,000
L45
400,000
ML5
450,000
L55
200,000
LRT
900,000


1017070
 
 

 

ATTACHMENT B
REQUIRED FIDELITY BOND COVERAGE

MFS® SERIES TRUST XIII

MGS
$1,700,000
DIF
2,100,000
GRE
750,000
NDV
750,000

MFS® SERIES TRUST XIV

IMM
$2,500,000

MFS® SERIES TRUST XV

CMS
$900,000
DTR
1,000,000


MFS® SERIES TRUST XVI

GMA
$250,000

MFS® MUNICIPAL SERIES TRUST

MAL
$400,000
MAR
600,000
MCA
750,000
MGA
400,000
MMD
450,000
MMA
600,000
MMP
450,000
MMI
1,700,000
MNY
600,000
MNC
750,000
MPA
525,000
MSC
600,000
MTN
525,000
MVA
750,000
MWV
525,000

MFS® VARIABLE INSURANCE TRUST

VEG
$1,250,000
VGE
400,000
VGI
750,000
VMG
750,000
VND
900,000
VFR
900,000
VFB
1,900,000
VTR
1,900,000
VUF
1,500,000
VLU
1,700,000

1017070
 
 

 

ATTACHMENT B

REQUIRED FIDELITY BOND COVERAGE


MFS® VARIABLE INSURANCE TRUST II

BDS
$  750,000
CGS
750,000
RGS
600,000
FCE
400,000
WGS
600,000
WGO
400,000
WTS
1,000,000
GSS
1,000,000
HYS
900,000
FCI
600,000
FCG
1,250,000
MIS
1,000,000
MKS
750,000
RSS
750,000
RES
525,000
SIS
400,000
TKS
525,000

MFS® VARIABLE INSURANCE TRUST III

VCA
$900,000
VDV
400,000
VGA
750,000
VIA
750,000
VLT
900,000
VMA
1,500,000
VMC
750,000
VRE
600,000
VSC
525,000


1017070
 
 

 

ATTACHMENT B

REQUIRED FIDELITY BOND COVERAGE

MFS® INSTITUTIONAL TRUST

IIE
$2,500,000
ILV
450,000


MASSACHUSETTS INVESTORS TRUST (“MIT”)

MIT
$2,500,000

MASSACHUSETTS INVESTORS GROWTH STOCK FUND (“MIG”)

MIG
$2,500,000


MFS® GOVERNMENT MARKETS INCOME TRUST (“MGF”)

MGF
$600,000

MFS® INTERMEDIATE INCOME TRUST (“MIN”)

MIN
$900,000

MFS® CHARTER INCOME TRUST (“MCR”)

MCR
$900,000


MFS® SPECIAL VALUE TRUST (“MFV”)

MFV
$350,000

MFS® MUNICIPAL INCOME TRUST (“MFM”)

MFM
$750,000

MFS® MULTIMARKET INCOME TRUST (“MMT”)

MMT
$900,000

MFS® CALIFORNIA MUNICIPAL FUND (“CCA”)

CCA
$400,000

MFS® HIGH INCOME MUNICIPAL TRUST (“CXE”)

CXE
$750,000

MFS® HIGH YIELD MUNICIPAL TRUST (“CMU”)

CMU
$600,000



1017070
 
 

 

ATTACHMENT B

REQUIRED FIDELITY BOND COVERAGE

MFS® INTERMARKET INCOME TRUST I (“CMK”)

CMK*
N/A


MFS® INTERMEDIATE HIGH INCOME FUND (“CIH”)

CIH
$450,000

MFS® INVESTMENT GRADE MUNICIPAL TRUST (“CXH”)

CXH
$600,000

*CMK – Fund was closed on 9-25-15



1017070
 
 

 

CERTIFICATE OF ASSISTANT SECRETARY


MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Series Trust XII
MFS Series Trust XIII
MFS Series Trust XIV
MFS Series Trust XV
MFS Series Trust XVI
MFS Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
MFS Institutional Trust
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS California Municipal Fund
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS InterMarket Income Trust I
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust


The undersigned, being the Assistant Secretary of the above-mentioned Trusts, (collectively, the “Trusts”), hereby certifies that the following is a complete, true and correct copy of the vote adopted by the Trustees of the Trusts on October 13, 2015, and that such vote has not been altered, amended or rescinded and is in full force and effect as of the date hereof.

 
 

 

 
[ALL]  Upon motion duly made and seconded, it was by all of the Independent Trustees voting together and then all of the Trustees present

VOTED:
That it is the finding of the Trustees that the fidelity bonds written by ICI Mutual Insurance Company (ICI Mutual), and Federal Insurance Company (Chubb), (collectively, the "Bond") in the aggregate amount of $56 million (the “Coverage Amount”), covering, among others, Trustees, officers and employees of the Trust, in accordance with the requirements of Rule 17g-1 promulgated by the Securities and Exchange Commission under Section 17(g) of the Investment Company Act of 1940, as amended, are reasonable in form and amount, after having given due consideration to, among other things, the value of the aggregate assets of the Trust to which any person covered under the Bond may have access, the type and terms of the arrangements made for the custody and safekeeping of assets of the Trust, the nature of the Trust's securities, the number of other parties named as insured parties under the Bond and the nature of the business activities of the other parties;

FURTHER
VOTED:
That after having given due consideration to, among other things, the number of other parties insured under the Bond, the nature of business activities of those other parties, the amount of the Bond, the amount of the premium and the ratable allocation of the premium and service fee among all parties named as insureds, that the premium on the Bond and service fee be, and it hereby is, allocated among the insured parties in the proportion that the higher of their minimum required or assigned coverage bears to the Coverage Amount;

FURTHER
VOTED:
That the officers of the Trust be, and each of them hereby is, authorized and directed to enter into an agreement, as required by paragraph (f) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, with the other named insureds under said Bond providing that in the event any recovery is received under the Bond as a result of a loss sustained by the Trust and also by one or more of the other named insureds, the Trust shall receive an equitable and proportionate share of the recovery, but at least equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended;

FURTHER
VOTED:
That the Bond be, and it hereby is, approved;

FURTHER
VOTED:
That the appropriate officers of the Trust be, and they hereby are, authorized and directed to prepare, execute, and file such amendments and supplements to the aforesaid agreement, and to take such other action as may be necessary or appropriate in order to conform to the provisions of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder; and

FURTHER
VOTED:
That the Secretary or any Assistant Secretary of the Trust shall file the Bond with the Securities and Exchange Commission and give notices required under paragraph (g) of Rule 17g-1 promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940, as amended.



IN WITNESS WHEREOF, I have hereunder set my hand this 4th day of February 2016.


KRISTIN V. COLLINS                                                           
Kristin V. Collins
Assistant Secretary

Date:  February 4, 2016

Commonwealth of Massachusetts                                            )
)      ss.
County of Suffolk                                                                        )

On this 4th day of February 2016, before me, Kelly E. Towns, the undersigned Notary Public, personally appeared Kristin V. Collins, who is personally known to me to be the person whose name is signed above, and acknowledged to me that she signed it voluntarily for its stated purpose as Assistant Secretary for the MFS Funds.

KELLY E. TOWNS                                                                      
Kelly E. Towns
Notary Public

My commission expires:  May 7, 2021

 
 
 

 

FIDELITY BOND CLAIM AGREEMENT


THIS MASTER FIDELITY BOND CLAIM AGREEMENT dated November 1, 1993, as amended and restated June 12, 2002, as amended and restated March 1, 2008, by and among (i) each of the funds listed from time to time in Exhibit A (collectively, the “Funds” or “Fund Parties”) and (ii) Massachusetts Financial Services Company (“MFS”), MFS Service Center, Inc. (“MFSC”), MFS Fund Distributors, Inc. (“MFD”), MFS Heritage Trust Company, MFS Institutional Advisors, Inc., and MFS International Ltd., (collectively, the “MFS Parties”).

WHEREAS, MFS or certain other MFS Parties act as investment adviser to all of the Funds and certain other clients, MFD acts as distributor for certain of the Funds and MFSC acts as the transfer and shareholder servicing agent for certain of the Funds; and from time to time hereafter each may act in the same capacities with respect to other clients including other investment companies;

WHEREAS, all the parties hereto are named insureds under broker’s blanket bonds issued by each of the insurance companies listed from time to time in Exhibit B, and/or such other insurance companies as from time to time may insure parties hereto as such bonds may be amended and/or restated from time to time (collectively the “Bonds”);

WHEREAS, the parties desire to establish (i) the criteria by which the premium for the Bonds shall be allocated among the parties, (ii) the basis on which additional investment companies for which MFS, or any subsidiary thereof, may hereafter act as investment adviser and/or for which MFD may act as distributor, and additional affiliates of MFS may from time to time be added as named insureds under the Bonds and (iii) the criteria by which losses in excess of the face amounts of the Bonds shall be allocated among the parties.

NOW THEREFORE, it is agreed as follows:

1. Each of the Funds shall pay a portion of each premium which shall be determined as of a specified date (the “Date”) which is the same date for all Fund Parties by calculating the proportion which the minimum amount of fidelity bond coverage required for such Fund (calculated in accordance with Rule 17g-1 under the Investment Company Act of 1940, as amended, (“Rule 17g-1”)) bears to the total amount of coverage provided for under the Bonds and applying said proportion to the total annual premium.  The amount remaining after calculating the portions of the premium to be paid by the Funds shall be paid by MFS or such MFS Parties as MFS shall determine.
 
 
2. If one or more of the insurance companies listed in Exhibit B (or such other insurers as from time to time may insure the parties hereto) are willing without additional premium until the next renewal date to add, as an insured under any of the Bonds, (i) any investment company permitted to be included on the Bonds pursuant to Rule 17g-1 for which MFS (or any subsidiary thereof) may act as investment adviser and/or for which MFD may act as distributor, or (ii) any affiliate of MFS permitted to be included on the Bonds pursuant to Rule 17g-1, the parties hereto agree (a) that such addition may be made, (b) that such investment company shall become a party to this Agreement and be included within the terms “Funds” and “Fund Parties” and (c) that such affiliate shall become a party to this Agreement and be included within the term “MFS Parties.”

 
 

 
3. In the event that the claims of loss of two or more insureds under the Bonds are so related that the insurer is entitled to assert that the claims must be aggregated with the result that the claims exceed the face amount of the Bonds but the total amount payable on such claims is limited to the face amount of the Bonds, the following rules for determining, as among such insureds, the priority of satisfaction of the claims under the Bonds shall apply:

A. All claims of Funds which have been duly proved and established under the Bonds shall be satisfied in full before satisfaction of any claims of MFS or other MFS Parties, if any.

B. If the claims of Funds which have been duly proved and established under the Bonds exceed the face amount of the Bonds, the insurance proceeds shall be applied to those claims in the following manner:

(i)  
first, the insurance proceeds shall be applied to the claim of each Fund up to its respective minimum fidelity bond requirement as determined pursuant to paragraph one above with respect to the Funds; and

(ii)  
the remaining amount of insurance proceeds then shall be applied to the unsatisfied claims of the Funds in proportion to their respective minimum fidelity bond requirements as determined pursuant to paragraph one above with respect to the Funds.

C. If after giving effect to Paragraph A there remains a portion of the insurance under the Bonds available for the satisfaction of claims of MFS or other MFS Parties, if any, which have been duly proved and established under the Bonds, such remainder shall be applied as MFS shall determine.

4.           This Agreement hereby supercedes all prior or contemporaneous agreements among the parties hereto (or any two or more of them) (which other agreements may include other parties) relating to the subject matter hereof.

5.           The Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

6.           Exhibit A hereto may be amended from time to time to reflect the changes in the funds insured under the Bonds.

 
 

 
7.           Exhibit B hereto may be amended from time to time to reflect the changes in the insurance companies issuing the Bonds.

8.           A copy of the Declaration of Trust of each Fund is on file with the Secretary of State of The Commonwealth of Massachusetts.  Each party hereto acknowledges that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Fund.  If this Agreement is executed by the Fund on behalf of one or more series of the Fund, each party hereto further acknowledges that the assets and liabilities of each series are separate and distinct and that the obligations of or arising out of this Agreement concerning a series are binding solely upon the assets or property of such series and not upon the assets or property of any other series.

9.           This Agreement may be amended or modified only with the prior written consent of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned officers, thereunto duly authorized, all as of the first day of March 2008.

MASSACHUSETTS FINANCIAL SERVICES COMPANY
MFS SERVICE CENTER, INC.
MFS FUND DISTRIBUTORS, INC.
MFS INSTITUTIONAL ADVISORS, INC.
MFS INTERNATIONAL LTD.

By:           MARK N. POLEBAUM                                                                                     
Mark N. Polebaum
Secretary

MFS HERITAGE TRUST COMPANY

By:           MARIA F. DIORIODWYER                                                                                                
Maria F. DiOrioDwyer
Chairman

On Behalf of the Funds Listed From Time to Time
On Exhibit A Hereto:

By:           SUSAN S. NEWTON                                                                                                
Susan S. Newton
Assistant Secretary or Assistant Clerk

1020545v2
 
 

 

FIDELITY BOND CLAIM AGREEMENT
EXHIBIT A
As of November 18, 2015

MFS FUNDS BOARD PRODUCTS:
 
MFS SERIES TRUST I
  MFS Core Equity Fund
  MFS Low Volatility Global Equity Fund
  MFS Low Volatility Equity Fund
  MFS New Discovery Fund
  MFS Research International Fund
  MFS Technology Fund
  MFS U.S. Government Cash Reserve Fund
  MFS Value Fund
 
MFS SERIES TRUST II
  MFS Growth Fund
 
MFS SERIES TRUST III
  MFS Global High Yield Fund
  MFS High Income Fund
  MFS High Yield Pooled Portfolio
  MFS Municipal High Income Fund
 
MFS SERIES TRUST IV
MFS Blended Research Emerging Markets Equity Fund
MFS Blended Research Global Equity Fund
MFS Blended Research International Equity Fund
MFS Global New Discovery Fund
  MFS Mid Cap Growth Fund
  MFS U.S. Government Money Market Fund
 
MFS SERIES TRUST V
  MFS Research Fund
  MFS Total Return Fund
  MFS International New Discovery Fund
 
MFS SERIES TRUST VI
  MFS Global Equity Fund
  MFS Global Total Return Fund
  MFS Utilities Fund
 
MFS SERIES TRUST VII
MFS Equity Income Fund
 
MFS SERIES TRUST VIII
  MFS Global Growth Fund
  MFS Strategic Income Fund
 

1020545v2
 
 

 

MFS SERIES TRUST IX
  MFS Corporate Bond Fund
  MFS Inflation-Adjusted Bond Fund
  MFS Limited Maturity Fund
  MFS Municipal Limited Maturity Fund
  MFS Total Return Bond Fund
 
MFS SERIES TRUST X
  MFS Absolute Return Fund
  MFS Aggressive Growth Allocation Fund
MFS Blended Research Growth Equity Fund
MFS Blended Research Small Cap Equity Fund
MFS Blended Research Value Equity Fund
  MFS Conservative Allocation Fund
  MFS Emerging Markets Debt Fund
  MFS Emerging Markets Debt Local Currency Fund
  MFS Emerging Markets Equity Fund
MFS Global Bond Fund
  MFS Growth Allocation Fund
  MFS International Diversification Fund
  MFS International Growth Fund
  MFS International Value Fund
  MFS Managed Wealth Fund
  MFS Moderate Allocation Fund
 
MFS SERIES TRUST XI
  MFS Blended Research Core Equity Fund
  MFS Mid Cap Value Fund
 
MFS SERIES TRUST XII
MFS Equity Opportunities Fund
MFS Lifetime Income Fund
MFS Lifetime 2015 Fund
MFS Lifetime 2020 Fund
MFS Lifetime 2025 Fund
MFS Lifetime 2030 Fund
MFS Lifetime 2035 Fund
MFS Lifetime 2040 Fund
MFS Lifetime 2045 Fund
MFS Lifetime 2050 Fund
MFS Lifetime 2055 Fund
 
MFS SERIES TRUST XIII
MFS Diversified Income Fund
MFS Global Real Estate Fund
MFS Government Securities Fund
MFS New Discovery Value Fund

1020545v2
 
 

 


 
MFS SERIES TRUST XIV
MFS Institutional Money Market Portfolio
 
 
MFS SERIES TRUST XV
MFS Commodity Strategy Fund
MFS Global Alternative Strategy Fund
 
MFS SERIES TRUST XVI
MFS Global Multi-Asset Fund
 
STAND-ALONE FUNDS
  Massachusetts Investors Growth Stock Fund
  Massachusetts Investors Trust
 
CLOSED-END FUNDS
  MFS California Municipal Fund
  MFS Charter Income Trust
  MFS Government Markets Income Trust
  MFS High Income Municipal Trust
  MFS High Yield Municipal Trust
MFS InterMarket Income Trust I
  MFS Intermediate High Income Fund
  MFS Intermediate Income Trust
  MFS Investment Grade Municipal Trust
  MFS Multimarket Income Trust
  MFS Municipal Income Trust
  MFS Special Value Trust
 
MFS MUNICIPAL SERIES TRUST
  MFS Alabama Municipal Bond Fund
  MFS Arkansas Municipal Bond Fund
  MFS California Municipal Bond Fund
  MFS Georgia Municipal Bond Fund
  MFS Maryland Municipal Bond Fund
  MFS Massachusetts Municipal Bond Fund
  MFS Mississippi Municipal Bond Fund
  MFS New York Municipal Bond Fund
  MFS North Carolina Municipal Bond Fund
  MFS Pennsylvania Municipal Bond Fund
  MFS South Carolina Municipal Bond Fund
  MFS Tennessee Municipal Bond Fund
  MFS Virginia Municipal Bond Fund
  MFS West Virginia Municipal Bond Fund
  MFS Municipal Income Fund
 

1020545v2
 
 

 


MFS VARIABLE INSURANCE TRUST
  MFS Growth Series
  MFS Global Equity Series
  MFS Investors Trust Series
  MFS Mid Cap Growth Series
  MFS New Discovery Series
  MFS Total Return Bond Series
  MFS Research Series
  MFS Total Return Series
  MFS Utilities Series
  MFS Value Series
 
MFS INSTITUTIONAL TRUST
  MFS Institutional International Equity Fund
  MFS Institutional Large Cap Value Fund
 
MFS VARIABLE INSURANCE TRUST II
  MFS Blended Research Core Equity Portfolio
  MFS Corporate Bond Portfolio
  MFS Core Equity Portfolio
  MFS Emerging Markets Equity Portfolio
  MFS Global Governments Portfolio
  MFS Global Growth Portfolio
  MFS Global Research Portfolio
  MFS Global Tactical Allocation Portfolio
  MFS Government Securities Portfolio
  MFS High Yield Portfolio
  MFS International Growth Portfolio
  MFS International Value Portfolio
  MFS Massachusetts Investors Growth Stock Portfolio
  MFS Money Market Portfolio
  MFS Research International Portfolio
  MFS Strategic Income Portfolio
  MFS Technology Portfolio
 
MFS VARIABLE INSURANCE TRUST III
  MFS Blended Research Small Cap Equity Portfolio
  MFS Conservative Allocation Portfolio
  MFS Global Real Estate Portfolio
  MFS Growth Allocation Portfolio
  MFS Inflation-Adjusted Bond Portfolio
  MFS Limited Maturity Portfolio
  MFS Mid Cap Value Portfolio
  MFS Moderate Allocation Portfolio
  MFS New Discovery Value Portfolio


1020545v2
 
 

 

FIDELITY BOND CLAIM AGREEMENT
EXHIBIT B
As of November 1, 2015


ICI Mutual Insurance Company (ICI Mutual)
Federal Insurance Company (Chubb)



1020545v2
 
 

 

 
     
MARSH USA, INC (MA)
ATTN:
JILL BERUBE
99 HIGH STREET - 14TH FL
BOSTON, MA 02110
 
 
 
 
 
INSURED:
MASSACHUSETTS FINANCIAL SERVICES COMPANY D/B/A MFS INVESTMENT
   
MANAGEMENT
 
 
PRODUCT:
DFIBond
 
POLICY NO:
81391896
 
TRANSACTION:
RENL_CORR
 

 
 

 
 
 
                   
 
Chubb Group of Insurance Companies
DECLARATIONS
             
FINANCIAL INSTITUTION INVESTMENT
 
15 Mountain View Road, Warren, New Jersey 07059
COMPANY ASSET PROTECTION BOND
 
NAME OF ASSURED (including its Subsidiaries):
   
Bond Number:
81391896
 
MASSACHUSETTS FINANCIAL SERVICES COMPANY
     
111 HUNTINGTON AVENUE
     
FEDERAL INSURANCE COMPANY
BOSTON, MA 02199
     
Incorporated under the laws of Indiana
             
a stock insurance company herein called the COMPANY
             
Capital Center, 251 North Illinois, Suite 1100
             
Indianapolis, IN 46204-1927
 
ITEM 1.
BOND PERIOD: from
12:01 a.m. on
November 1, 2015
   
     
to
12:01 a.m. on
November 1, 2016
   
 
ITEM 2.
LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:
     
 
 
If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and
 
any other reference shall be deemed to be deleted. There shall be no deductible applicable to any loss
 
under INSURING CLAUSE 1. sustained by any Investment Company.
   
 
         
SINGLE LOSS
 
DEDUCTIBLE
 
INSURING CLAUSE
 
LIMIT OF LIABILITY
AMOUNT
 
 
1
.
Employee
 
$
25,000,000
 
$
100,000
 
2
.
On Premises
 
$
25,000,000
 
$
100,000
 
3
.
In Transit
 
$
25,000,000
 
$
100,000
 
4
.
Forgery or Alteration
$
25,000,000
 
$
100,000
 
5
.
Extended Forgery
$
25,000,000
 
$
100,000
 
6
.
Counterfeit Money
$
25,000,000
 
$
100,000
 
7
.
Threats to Person
$
NOT COVERED
$
N/A
 
8
.
Computer System
$
25,000,000
 
$
100,000
 
9
.
Voice Initiated Funds Transfer
         
     
Instruction
 
$
25,000,000
 
$
100,000
 
10
.
Uncollectible Items of Deposit
$
250,000
 
$
100,000
 
11
.
Audit Expense
 
$
250,000
 
$
100,000
 
ITEM 3.
THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING
 
ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:
   
 
 
Endorsements 1- 27
           
 
 
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be
valid unless also signed by an authorized representative of the Company.
   
 
   
ICAP Bond (5-98) - Federal
 
Form 17-02-1421 (Ed. 5-98)
Page 1 of 1
 

 
 

 
 

 
             
 
The COMPANY, in consideration of payment of the required premium, and in reliance
 
on the APPLICATION and all other statements made and information furnished to the
 
COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this
 
Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED
 
for:
         
 
 
Insuring Clauses
           
 
 
Employee
1
.
Loss resulting directly from Larceny or Embezzlement committed by any
Employee, alone or in collusion with others.
 
 
 
 
On Premises
2
.
Loss of Property resulting directly from robbery, burglary, false pretenses,
     
common law or statutory larceny, misplacement, mysterious unexplainable
     
disappearance, damage, destruction or removal, from the possession, custody or
     
control of the ASSURED, while such Property is lodged or deposited at premises
     
located anywhere.
 
 
In Transit
3
.
Loss of Property resulting directly from common law or statutory larceny,
     
misplacement, mysterious unexplainable disappearance, damage or destruction,
     
while the Property is in transit anywhere:
 
     
a.
in an armored motor vehicle, including loading and unloading thereof,
 
     
b.
in the custody of a natural person acting as a messenger of the ASSURED,
       
or
   
 
     
c.
in the custody of a Transportation Company and being transported in a
       
conveyance other than an armored motor vehicle provided, however, that
       
covered Property transported in such manner is limited to the following:
 
       
(1
)
written records,
 
       
(2
)
securities issued in registered form, which are not endorsed or are
restrictively endorsed, or
 
       
(3
)
negotiable instruments not payable to bearer, which are not endorsed
           
or are restrictively endorsed.
 
     
Coverage under this INSURING CLAUSE begins immediately on the receipt of
     
such Property by the natural person or Transportation Company and ends
     
immediately on delivery to the premises of the addressee or to any representative
     
of the addressee located anywhere.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 1 of 19
 

 
 

 

 
           
Insuring Clauses
         
(continued)
         
 
 
Forgery Or Alteration
4
.
Loss resulting directly from:
     
a.
Forgery on, or fraudulent material alteration of, any bills of exchange,
       
checks, drafts, acceptances, certificates of deposits, promissory notes, due
       
bills, money orders, orders upon public treasuries, letters of credit, other
       
written promises, orders or directions to pay sums certain in money, or
       
receipts for the withdrawal of Property, or
 
     
b.
transferring, paying or delivering any funds or other Property, or establishing
       
any credit or giving any value in reliance on any written instructions, advices
       
or applications directed to the ASSURED authorizing or acknowledging the
       
transfer, payment, delivery or receipt of funds or other Property, which
       
instructions, advices or applications fraudulently purport to bear the
       
handwritten signature of any customer of the ASSURED, or shareholder or
       
subscriber to shares of an Investment Company, or of any financial
       
institution or Employee but which instructions, advices or applications either
       
bear a Forgery or have been fraudulently materially altered without the
       
knowledge and consent of such customer, shareholder, subscriber, financial
       
institution or Employee;
 
     
excluding, however, under this INSURING CLAUSE any loss covered under
     
INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
     
CLAUSE 5. is provided for in the DECLARATIONS of this Bond.
 
     
For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
     
signature is treated the same as a handwritten signature.
 
 
Extended Forgery
5
.
Loss resulting directly from the ASSURED having, in good faith, and in the
     
ordinary course of business, for its own account or the account of others in any
     
capacity:
 
 
     
a.
acquired, accepted or received, sold or delivered, or given value, extended
       
credit or assumed liability, in reliance on any original Securities,
       
documents or other written instruments which prove to:
 
       
(1)
bear a Forgery or a fraudulently material alteration,
 
       
(2)
have been lost or stolen, or
 
       
(3)
be Counterfeit, or
 
     
b.
guaranteed in writing or witnessed any signatures on any transfer,
       
assignment, bill of sale, power of attorney, guarantee, endorsement or other
       
obligation upon or in connection with any Securities, documents or other
       
written instruments.
 
     
Actual physical possession, and continued actual physical possession if taken as
     
collateral, of such Securities, documents or other written instruments by an
     
Employee, Custodian, or a Federal or State chartered deposit institution of the
     
ASSURED is a condition precedent to the ASSURED having relied on such items.
     
Release or return of such collateral is an acknowledgment by the ASSURED that it
     
no longer relies on such collateral.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 2 of 19
 

 
 

 
 
 
             
Insuring Clauses
           
 
 
Extended Forgery
   
For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
(continued)
   
signature is treated the same as a handwritten signature.
 
 
Counterfeit Money
6
.
Loss resulting directly from the receipt by the ASSURED in good faith of any
     
Counterfeit money.
 
 
Threats To Person
7
.
Loss resulting directly from surrender of Property away from an office of the
     
ASSURED as a result of a threat communicated to the ASSURED to do bodily
     
harm to an Employee as defined in SECTION 1.e. (1), (2) and (5), a Relative or
     
invitee of such Employee, or a resident of the household of such Employee, who
     
is, or allegedly is, being held captive provided, however, that prior to the surrender
     
of such Property:
     
a.
the Employee who receives the threat has made a reasonable effort to
       
notify an officer of the ASSURED who is not involved in such threat, and
 
     
b.
the ASSURED has made a reasonable effort to notify the Federal Bureau of
       
Investigation and local law enforcement authorities concerning such threat.
     
It is agreed that for purposes of this INSURING CLAUSE, any Employee of the
     
ASSURED, as set forth in the preceding paragraph, shall be deemed to be an
     
ASSURED hereunder, but only with respect to the surrender of money, securities
     
and other tangible personal property in which such Employee has a legal or
     
equitable interest.
 
 
Computer System
8
.
Loss resulting directly from fraudulent:
     
a.
entries of data into, or
 
     
b.
changes of data elements or programs within,
     
a Computer System, provided the fraudulent entry or change causes:
 
       
(1
)
funds or other property to be transferred, paid or delivered,
 
       
(2
)
an account of the ASSURED or of its customer to be added, deleted,
debited or credited, or
 
       
(3
)
an unauthorized account or a fictitious account to be debited or
           
credited.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 3 of 19
 

 
 

 
 
 
         
Insuring Clauses
       
(continued)
       
 
 
Voice Initiated Funds
9
.
Loss resulting directly from Voice Initiated Funds Transfer Instruction directed
Transfer Instruction
   
to the ASSURED authorizing the transfer of dividends or redemption proceeds of
     
Investment Company shares from a Customer's account, provided such Voice
     
Initiated Funds Transfer Instruction was:
     
a.
received at the ASSURED'S offices by those Employees of the ASSURED
       
specifically authorized to receive the Voice Initiated Funds Transfer
       
Instruction,
 
     
b.
made by a person purporting to be a Customer, and
 
     
c.
made by said person for the purpose of causing the ASSURED or Customer
       
to sustain a loss or making an improper personal financial gain for such
       
person or any other person.
     
In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated
     
Funds Transfer Instructions must be received and processed in accordance with
     
the Designated Procedures outlined in the APPLICATION furnished to the
     
COMPANY.
 
 
Uncollectible Items of
10
.
Loss resulting directly from the ASSURED having credited an account of a
Deposit
   
customer, shareholder or subscriber on the faith of any Items of Deposit which
     
prove to be uncollectible, provided that the crediting of such account causes:
 
     
a.
redemptions or withdrawals to be permitted,
 
     
b.
shares to be issued, or
 
     
c.
dividends to be paid,
from an account of an Investment Company.
 
     
In order for coverage to apply under this INSURING CLAUSE, the ASSURED
     
must hold Items of Deposit for the minimum number of days stated in the
     
APPLICATION before permitting any redemptions or withdrawals, issuing any
     
shares or paying any dividends with respect to such Items of Deposit.
 
     
Items of Deposit shall not be deemed uncollectible until the ASSURED'S
     
standard collection procedures have failed.
 
 
Audit Expense
11
.
Expense incurred by the ASSURED for that part of the cost of audits or
     
examinations required by any governmental regulatory authority or self-regulatory
     
organization to be conducted by such authority, organization or their appointee by
     
reason of the discovery of loss sustained by the ASSURED and covered by this
     
Bond.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 4 of 19
 
 
 

 


 
         
General Agreements
       
 
 
Additional Companies
A.
If more than one corporation, or Investment Company, or any combination of
Included As Assured
 
them is included as the ASSURED herein:
   
(1
)
The total liability of the COMPANY under this Bond for loss or losses
       
sustained by any one or more or all of them shall not exceed the limit for
       
which the COMPANY would be liable under this Bond if all such loss were
       
sustained by any one of them.
 
   
(2
)
Only the first named ASSURED shall be deemed to be the sole agent of the
       
others for all purposes under this Bond, including but not limited to the giving
       
or receiving of any notice or proof required to be given and for the purpose of
       
effecting or accepting any amendments to or termination of this Bond. The
       
COMPANY shall furnish each Investment Company with a copy of the
       
Bond and with any amendment thereto, together with a copy of each formal
       
filing of claim by any other named ASSURED and notification of the terms of
       
the settlement of each such claim prior to the execution of such settlement.
 
   
(3
)
The COMPANY shall not be responsible for the proper application of any
       
payment made hereunder to the first named ASSURED.
 
   
(4
)
Knowledge possessed or discovery made by any partner, director, trustee,
       
officer or supervisory employee of any ASSURED shall constitute knowledge
       
or discovery by all the ASSUREDS for the purposes of this Bond.
 
   
(5
)
If the first named ASSURED ceases for any reason to be covered under this
       
Bond, then the ASSURED next named on the APPLICATION shall thereafter
       
be considered as the first named ASSURED for the purposes of this Bond.
 
 
Representation Made By
B.
The ASSURED represents that all information it has furnished in the
Assured
 
APPLICATION for this Bond or otherwise is complete, true and correct. Such
   
APPLICATION and other information constitute part of this Bond.
 
   
The ASSURED must promptly notify the COMPANY of any change in any fact or
   
circumstance which materially affects the risk assumed by the COMPANY under
   
this Bond.
 
   
Any intentional misrepresentation, omission, concealment or incorrect statement of
   
a material fact, in the APPLICATION or otherwise, shall be grounds for recision of
   
this Bond.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 5 of 19
 
 
 

 

 
         
General Agreements
       
(continued)
       
 
 
Additional Offices Or
C.
If the ASSURED, other than an Investment Company, while this Bond is in force,
Employees - Consolidation,
 
merges or consolidates with, or purchases or acquires assets or liabilities of
Merger Or Purchase Or
 
another institution, the ASSURED shall not have the coverage afforded under this
Acquisition Of Assets Or
 
Bond for loss which has:
Liabilities - Notice To
 
(1
)
occurred or will occur on premises, or
Company
       
   
(2
)
been caused or will be caused by an employee, or
   
(3
)
arisen or will arise out of the assets or liabilities,
   
of such institution, unless the ASSURED:
   
a.
 
gives the COMPANY written notice of the proposed consolidation, merger or
       
purchase or acquisition of assets or liabilities prior to the proposed effective
       
date of such action, and
   
b.
 
obtains the written consent of the COMPANY to extend some or all of the
       
coverage provided by this Bond to such additional exposure, and
   
c.
 
on obtaining such consent, pays to the COMPANY an additional premium.
 
 
Change Of Control -
D.
When the ASSURED learns of a change in control (other than in an Investment
Notice To Company
 
Company), as set forth in Section 2(a) (9) of the Investment Company Act of
   
1940,
 
the ASSURED shall within sixty (60) days give written notice to the
   
COMPANY setting forth:
   
(1
)
the names of the transferors and transferees (or the names of the beneficial
       
owners if the voting securities are registered in another name),
   
(2
)
the total number of voting securities owned by the transferors and the
       
transferees (or the beneficial owners), both immediately before and after the
       
transfer, and
   
(3
)
the total number of outstanding voting securities.
   
Failure to give the required notice shall result in termination of coverage for any
   
loss involving a transferee, to be effective on the date of such change in control.
 
 
Court Costs And
E.
The COMPANY will indemnify the ASSURED for court costs and reasonable
Attorneys’ Fees
 
attorneys' fees incurred and paid by the ASSURED in defense, whether or not
   
successful, whether or not fully litigated on the merits and whether or not settled,
   
of any claim, suit or legal proceeding with respect to which the ASSURED would
   
be entitled to recovery under this Bond. However, with respect to INSURING
   
CLAUSE 1., this Section shall only apply in the event that:
   
(1
)
an Employee admits to being guilty of Larceny or Embezzlement,
   
(2
)
an Employee is adjudicated to be guilty of Larceny or Embezzlement, or
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 6 of 19
 
 
 

 

 
     
General Agreements
   
 
 
Court Costs And
(3)
in the absence of 1 or 2 above, an arbitration panel agrees, after a review of
Attorneys’ Fees
 
an agreed statement of facts between the COMPANY and the ASSURED,
(continued)
 
that an Employee would be found guilty of Larceny or Embezzlement if
such Employee were prosecuted.
 
 
The ASSURED shall promptly give notice to the COMPANY of any such suit or
 
legal proceeding and at the request of the COMPANY shall furnish copies of all
 
pleadings and pertinent papers to the COMPANY. The COMPANY may, at its
 
sole option, elect to conduct the defense of all or part of such legal proceeding.
 
The defense by the COMPANY shall be in the name of the ASSURED through
 
attorneys selected by the COMPANY. The ASSURED shall provide all reasonable
 
information and assistance as required by the COMPANY for such defense.
 
 
If the COMPANY declines to defend the ASSURED, no settlement without the
 
prior written consent of the COMPANY nor judgment against the ASSURED shall
 
determine the existence, extent or amount of coverage under this Bond.
 
 
If the amount demanded in any such suit or legal proceeding is within the
 
DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court
 
costs and attorney's fees incurred in defending all or part of such suit or legal
 
proceeding.
 
 
If the amount demanded in any such suit or legal proceeding is in excess of the
 
LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
 
INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees
 
incurred in defending all or part of such suit or legal proceedings is limited to the
 
proportion of such court costs and attorney's fees incurred that the LIMIT OF
 
LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING
 
CLAUSE bears to the total of the amount demanded in such suit or legal
 
proceeding.
 
 
If the amount demanded is any such suit or legal proceeding is in excess of the
 
DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM
 
2.
of the DECLARATIONS for the applicable INSURING CLAUSE, the
 
COMPANY'S liability for court costs and attorney's fees incurred in defending all or
 
part of such suit or legal proceedings shall be limited to the proportion of such
 
court costs or attorney's fees that the amount demanded that would be payable
 
under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
 
amount demanded.
 
 
Amounts paid by the COMPANY for court costs and attorneys' fees shall be in
 
addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 7 of 19
 

 
 

 
 
 
             
Conditions and
           
Limitations
           
 
 
Definitions
1
.
As used in this Bond:
     
a.
Computer System means a computer and all input, output, processing,
       
storage, off-line media libraries, and communication facilities which are
       
connected to the computer and which are under the control and supervision
       
of the operating system(s) or application(s) software used by the ASSURED.
 
     
b.
Counterfeit means an imitation of an actual valid original which is intended
       
to deceive and be taken as the original.
 
     
c.
Custodian means the institution designated by an Investment Company to
       
maintain possession and control of its assets.
 
     
d.
Customer means an individual, corporate, partnership, trust customer,
       
shareholder or subscriber of an Investment Company which has a written
       
agreement with the ASSURED for Voice Initiated Funds Transfer
       
Instruction.
 
     
e.
Employee means:
 
       
(1
)
an officer of the ASSURED,
 
       
(2
)
a natural person while in the regular service of the ASSURED at any of
           
the ASSURED'S premises and compensated directly by the ASSURED
           
through its payroll system and subject to the United States Internal
           
Revenue Service Form W-2 or equivalent income reporting plans of
           
other countries, and whom the ASSURED has the right to control and
           
direct both as to the result to be accomplished and details and means
           
by which such result is accomplished in the performance of such
           
service,
 
       
(3
)
a guest student pursuing studies or performing duties in any of the
ASSURED'S premises,
 
       
(4
)
an attorney retained by the ASSURED and an employee of such
           
attorney while either is performing legal services for the ASSURED,
 
       
(5
)
a natural person provided by an employment contractor to perform
           
employee duties for the ASSURED under the ASSURED'S supervision
           
at any of the ASSURED'S premises,
 
       
(6
)
an employee of an institution merged or consolidated with the
           
ASSURED prior to the effective date of this Bond,
 
       
(7
)
a director or trustee of the ASSURED, but only while performing acts
           
within the scope of the customary and usual duties of any officer or
           
other employee of the ASSURED or while acting as a member of any
           
committee duly elected or appointed to examine or audit or have
           
custody of or access to Property of the ASSURED, or
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 8 of 19
 

 
 

 
 
 
         
Conditions and
       
Limitations
       
 
 
Definitions
(8
)
each natural person, partnership or corporation authorized by written
(continued)
   
agreement with the ASSURED to perform services as electronic data
     
processor of checks or other accounting records related to such checks but
     
only while such person, partnership or corporation is actually performing
     
such services and not:
 
     
a.
creating, preparing, modifying or maintaining the ASSURED'S
       
computer software or programs, or
 
     
b.
acting as transfer agent or in any other agency capacity in issuing
       
checks, drafts or securities for the ASSURED,
 
 
(9
)
any partner, officer or employee of an investment advisor, an underwriter
     
(distributor), a transfer agent or shareholder accounting recordkeeper, or an
     
administrator, for an Investment Company while performing acts coming
     
within the scope of the customary and usual duties of an officer or employee
     
of an Investment Company or acting as a member of any committee duly
     
elected or appointed to examine, audit or have custody of or access to
     
Property of an Investment Company.
 
     
The term Employee shall not include any partner, officer or employee of a
     
transfer agent, shareholder accounting recordkeeper or administrator:
 
     
a.
which is not an "affiliated person" (as defined in Section 2(a) of the
       
Investment Company Act of 1940) of an Investment Company or of
       
the investment advisor or underwriter (distributor) of such Investment
       
Company, or
 
     
b.
which is a "bank" (as defined in Section 2(a) of the Investment
Company Act of 1940).
 
       
This Bond does not afford coverage in favor of the employers of
       
persons as set forth in e. (4), (5) and (8) above, and upon payment to
       
the ASSURED by the COMPANY resulting directly from Larceny or
       
Embezzlement committed by any of the partners, officers or
       
employees of such employers, whether acting alone or in collusion with
       
others, an assignment of such of the ASSURED'S rights and causes of
       
action as it may have against such employers by reason of such acts
       
so committed shall, to the extent of such payment, be given by the
       
ASSURED to the COMPANY, and the ASSURED shall execute all
       
papers necessary to secure to the COMPANY the rights provided for
       
herein.
 
     
Each employer of persons as set forth in e.(4), (5) and (8) above and the
     
partners, officers and other employees of such employers shall collectively
     
be deemed to be one person for all the purposes of this Bond; excepting,
     
however, the fifth paragraph of Section 13.
 
     
Independent contractors not specified in e.(4), (5) or (8) above,
     
intermediaries, agents, brokers or other representatives of the same general
     
character shall not be considered Employees.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 9 of 19
 
 
 

 

 
     
Conditions and
   
Limitations
   
 
 
Definitions
f.
Forgery means the signing of the name of another natural person with the
(continued)
 
intent to deceive but does not mean a signature which consists in whole or in
   
part of one's own name, with or without authority, in any capacity for any
   
purpose.
 
g.
Investment Company means any investment company registered under the
   
Investment Company Act of 1940 and listed under the NAME OF ASSURED
   
on the DECLARATIONS.
 
 
h.
Items of Deposit means one or more checks or drafts drawn upon a
   
financial institution in the United States of America.
 
 
i.
Larceny or Embezzlement means larceny or embezzlement as defined in
   
Section 37 of the Investment Company Act of 1940.
 
 
j.
Property means money, revenue and other stamps; securities; including any
   
note, stock, treasury stock, bond, debenture, evidence of indebtedness,
   
certificate of deposit, certificate of interest or participation in any profit-
   
sharing agreement, collateral trust certificate, preorganization certificate or
   
subscription, transferable share, investment contract, voting trust certificate,
   
certificate of deposit for a security, fractional undivided interest in oil, gas, or
   
other mineral rights, any interest or instruments commonly known as a
   
security under the Investment Company Act of 1940, any other certificate of
   
interest or participation in, temporary or interim certificate for, receipt for,
   
guarantee of, or warrant or right to subscribe to or purchase any of the
   
foregoing; bills of exchange; acceptances; checks; withdrawal orders; money
   
orders; travelers' letters of credit; bills of lading; abstracts of title; insurance
   
policies, deeds, mortgages on real estate and/or upon chattels and interests
   
therein; assignments of such policies, deeds or mortgages; other valuable
   
papers, including books of accounts and other records used by the
   
ASSURED in the conduct of its business (but excluding all electronic data
   
processing records); and, all other instruments similar to or in the nature of
   
the foregoing in which the ASSURED acquired an interest at the time of the
   
ASSURED'S consolidation or merger with, or purchase of the principal
   
assets of, a predecessor or which are held by the ASSURED for any
   
purpose or in any capacity and whether so held gratuitously or not and
   
whether or not the ASSURED is liable therefor.
 
k.
Relative means the spouse of an Employee or partner of the ASSURED
   
and any unmarried child supported wholly by, or living in the home of, such
   
Employee or partner and being related to them by blood, marriage or legal
   
guardianship.
 
 
l.
Securities, documents or other written instruments means original
   
(including original counterparts) negotiable or non-negotiable instruments, or
   
assignments thereof, which in and of themselves represent an equitable
   
interest, ownership, or debt and which are in the ordinary course of business
   
transferable by delivery of such instruments with any necessary
   
endorsements or assignments.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 10 of 19
 
 
 

 

 
         
Conditions and
       
Limitations
       
 
 
Definitions
   
m.
Subsidiary means any organization that, at the inception date of this Bond,
(continued)
     
is named in the APPLICATION or is created during the BOND PERIOD and
       
of which more than fifty percent (50%) of the outstanding securities or voting
       
rights representing the present right to vote for election of directors is owned
       
or controlled by the ASSURED either directly or through one or more of its
       
subsidiaries.
 
     
n.
Transportation Company means any organization which provides its own
       
or its leased vehicles for transportation or which provides freight forwarding
       
or air express services.
 
     
o.
Voice Initiated Election means any election concerning dividend options
       
available to Investment Company shareholders or subscribers which is
       
requested by voice over the telephone.
 
     
p.
Voice Initiated Redemption means any redemption of shares issued by an
       
Investment Company which is requested by voice over the telephone.
 
     
q.
Voice Initiated Funds Transfer Instruction means any Voice Initiated
       
Redemption or Voice Initiated Election.
 
     
For the purposes of these definitions, the singular includes the plural and the
     
plural includes the singular, unless otherwise indicated.
 
 
General Exclusions -
2
.
This bond does not directly or indirectly cover:
Applicable to All Insuring
   
a.
loss not reported to the COMPANY in writing within sixty (60) days after
Clauses
     
termination of this Bond as an entirety;
 
     
b.
loss due to riot or civil commotion outside the United States of America and
       
Canada, or any loss due to military, naval or usurped power, war or
       
insurrection. This Section 2.b., however, shall not apply to loss which occurs
       
in transit in the circumstances recited in INSURING CLAUSE 3., provided
       
that when such transit was initiated there was no knowledge on the part of
       
any person acting for the ASSURED of such riot, civil commotion, military,
       
naval or usurped power, war or insurrection;
 
     
c.
loss resulting from the effects of nuclear fission or fusion or radioactivity;
 
     
d.
loss of potential income including, but not limited to, interest and dividends
       
not realized by the ASSURED or by any customer of the ASSURED;
 
     
e.
damages of any type for which the ASSURED is legally liable, except
       
compensatory damages, but not multiples thereof, arising from a loss
       
covered under this Bond;
 
     
f.
costs, fees and expenses incurred by the ASSURED in establishing the
       
existence of or amount of loss under this Bond, except to the extent covered
       
under INSURING CLAUSE 11.;
 
     
g.
loss resulting from indirect or consequential loss of any nature;
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 11 of 19
 
 
 

 

 
               
Conditions and
             
Limitations
             
 
 
General Exclusions -
   
h.
loss resulting from dishonest acts by any member of the Board of Directors
Applicable to All Insuring
     
or Board of Trustees of the ASSURED who is not an Employee, acting
Clauses
     
alone or in collusion with others;
(continued)
   
i.
loss, or that part of any loss, resulting solely from any violation by the
ASSURED or by any Employee:
       
(1
)
of any law regulating:
           
a.
the issuance, purchase or sale of securities,
           
b.
securities transactions on security or commodity exchanges or
             
the over the counter market,
           
c.
investment companies,
           
d.
investment advisors, or
       
(2
)
of any rule or regulation made pursuant to any such law; or
     
j.
loss of confidential information, material or data;
     
k.
loss resulting from voice requests or instructions received over the
       
telephone, provided however, this Section 2.k. shall not apply to INSURING
       
CLAUSE 7. or 9.
 
 
Specific Exclusions -
3
.
This Bond does not directly or indirectly cover:
Applicable To All Insuring
   
a.
loss caused by an Employee, provided, however, this Section 3.a. shall not
Clauses Except Insuring
     
apply to loss covered under INSURING CLAUSE 2. or 3. which results
Clause 1.
     
directly from misplacement, mysterious unexplainable disappearance, or
damage or destruction of Property;
     
b.
loss through the surrender of property away from premises of the ASSURED
       
as a result of a threat:
       
(1
)
to do bodily harm to any natural person, except loss of Property in
           
transit in the custody of any person acting as messenger of the
           
ASSURED, provided that when such transit was initiated there was no
           
knowledge by the ASSURED of any such threat, and provided further
           
that this Section 3.b. shall not apply to INSURING CLAUSE 7., or
       
(2
)
to do damage to the premises or Property of the ASSURED;
     
c.
loss resulting from payments made or withdrawals from any account
       
involving erroneous credits to such account;
     
d.
loss involving Items of Deposit which are not finally paid for any reason
       
provided however, that this Section 3.d. shall not apply to INSURING
       
CLAUSE 10.;
     
e.
loss of property while in the mail;
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 12 of 19
 

 
 

 
 

 
                 
Conditions and
               
Limitations
               
 
 
Specific Exclusions -
   
f.
loss resulting from the failure for any reason of a financial or depository
Applicable To All Insuring
     
institution, its receiver or other liquidator to pay or deliver funds or other
Clauses Except Insuring
     
Property to the ASSURED provided further that this Section 3.f. shall not
Clause 1.
     
apply to loss of Property resulting directly from robbery, burglary,
(continued)
     
misplacement,
mysterious
unexplainable
disappearance,
damage,
       
destruction or removal from the possession, custody or control of the
       
ASSURED.
       
     
g.
loss of Property while in the custody of a Transportation Company,
       
provided however, that this Section 3.g. shall not apply to INSURING
       
CLAUSE 3.;
       
     
h.
loss resulting from entries or changes made by a natural person with
       
authorized access to a Computer System who acts in good faith on
       
instructions, unless such instructions are given to that person by a software
       
contractor or its partner, officer, or employee authorized by the ASSURED to
       
design, develop, prepare, supply, service, write or implement programs for
       
the ASSURED's Computer System; or
   
     
i.
loss resulting directly or indirectly from the input of data into a Computer
       
System terminal, either on the premises of the customer of the ASSURED
       
or under the control of such a customer, by a customer or other person who
       
had authorized access to the customer's authentication mechanism.
 
 
Specific Exclusions -
4
.
This bond does not directly or indirectly cover:
   
Applicable To All Insuring
   
a.
loss resulting from the complete or partial non-payment of or default on any
Clauses Except Insuring
     
loan whether such loan was procured in good faith or through trick, artifice,
Clauses 1., 4., And 5.
     
fraud or false pretenses; provided, however, this Section 4.a. shall not apply
       
to INSURING CLAUSE 8.;
     
 
     
b.
loss resulting from forgery or any alteration;
   
 
     
c.
loss involving a counterfeit provided, however, this Section 4.c. shall not
       
apply to INSURING CLAUSE 5. or 6.
   
 
 
Limit Of Liability/Non-
5
.
At all times prior to termination of this Bond, this Bond shall continue in force for
Reduction And Non-
   
the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS,
Accumulation Of Liability
   
notwithstanding any previous loss for which the COMPANY may have paid or be
     
liable to pay under this Bond provided, however, that the liability of the COMPANY
     
under this Bond with respect to all loss resulting from:
 
 
     
a.
any one act of burglary, robbery or hold-up, or attempt thereat, in which no
       
Employee is concerned or implicated, or
   
 
     
b.
any one unintentional or negligent act on the part of any one person
       
resulting in damage to or destruction or misplacement of Property, or
 
     
c.
all acts, other than those specified in a. above, of any one person, or
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 13 of 19
 

 
 

 
 
 
         
Conditions and
       
Limitations
       
 
 
Limit Of Liability/Non-
   
d.
any one casualty or event other than those specified in a., b., or c. above,
Reduction And Non-
   
shall be deemed to be one loss and shall be limited to the applicable LIMIT OF
Accumulation Of Liability
   
LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of
(continued)
   
the total amount of such loss or losses and shall not be cumulative in amounts
     
from year to year or from period to period.
 
     
All acts, as specified in c. above, of any one person which
 
     
i.
directly or indirectly aid in any way wrongful acts of any other person or
       
persons, or
 
     
ii.
permit the continuation of wrongful acts of any other person or persons
 
     
whether such acts are committed with or without the knowledge of the wrongful
     
acts of the person so aided, and whether such acts are committed with or without
     
the intent to aid such other person, shall be deemed to be one loss with the
     
wrongful acts of all persons so aided.
 
 
Discovery
6
.
This Bond applies only to loss first discovered by an officer of the ASSURED
     
during the BOND PERIOD. Discovery occurs at the earlier of an officer of the
     
ASSURED being aware of:
 
     
a.
facts which may subsequently result in a loss of a type covered by this Bond,
       
or
 
     
b.
an actual or potential claim in which it is alleged that the ASSURED is liable
       
to a third party,
 
     
regardless of when the act or acts causing or contributing to such loss occurred,
     
even though the amount of loss does not exceed the applicable DEDUCTIBLE
     
AMOUNT, or the exact amount or details of loss may not then be known.
 
 
Notice To Company -
7
.
a.
The ASSURED shall give the COMPANY notice thereof at the earliest
Proof - Legal Proceedings
     
practicable moment, not to exceed sixty (60) days after discovery of loss, in
Against Company
     
an amount that is in excess of 50% of the applicable DEDUCTIBLE
       
AMOUNT, as stated in ITEM 2. of the DECLARATIONS.
 
     
b.
The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to,
       
with full particulars within six (6) months after such discovery.
 
     
c.
Securities listed in a proof of loss shall be identified by certificate or bond
       
numbers, if issued with them.
 
     
d.
Legal proceedings for the recovery of any loss under this Bond shall not be
       
brought prior to the expiration of sixty (60) days after the proof of loss is filed
       
with the COMPANY or after the expiration of twenty-four (24) months from
       
the discovery of such loss.
 
     
e.
This Bond affords coverage only in favor of the ASSURED. No claim, suit,
       
action or legal proceedings shall be brought under this Bond by anyone
       
other than the ASSURED.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 14 of 19
 

 
 

 
 
 
         
Conditions and
       
Limitations
       
 
 
Notice To Company -
   
f.
Proof of loss involving Voice Initiated Funds Transfer Instruction shall
Proof - Legal Proceedings
     
include electronic recordings of such instructions.
Against Company
       
(continued)
       
 
 
Deductible Amount
8
.
The COMPANY shall not be liable under any INSURING CLAUSES of this Bond
     
on account of loss unless the amount of such loss, after deducting the net amount
     
of all reimbursement and/or recovery obtained or made by the ASSURED, other
     
than from any Bond or policy of insurance issued by an insurance company and
     
covering such loss, or by the COMPANY on account thereof prior to payment by
     
the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in
     
ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event
     
for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
     
DECLARATIONS.
 
     
There shall be no deductible applicable to any loss under INSURING CLAUSE 1.
     
sustained by any Investment Company.
 
 
Valuation
9
.
BOOKS OF ACCOUNT OR OTHER RECORDS
     
The value of any loss of Property consisting of books of account or other records
     
used by the ASSURED in the conduct of its business shall be the amount paid by
     
the ASSURED for blank books, blank pages, or other materials which replace the
     
lost books of account or other records, plus the cost of labor paid by the
     
ASSURED for the actual transcription or copying of data to reproduce such books
     
of account or other records.
 
     
The value of any loss of Property other than books of account or other records
     
used by the ASSURED in the conduct of its business, for which a claim is made
     
shall be determined by the average market value of such Property on the
     
business day immediately preceding discovery of such loss provided, however,
     
that the value of any Property replaced by the ASSURED with the consent of the
     
COMPANY and prior to the settlement of any claim for such Property shall be the
actual market value at the time of replacement.
 
     
In the case of a loss of interim certificates, warrants, rights or other securities, the
     
production of which is necessary to the exercise of subscription, conversion,
     
redemption or deposit privileges, the value of them shall be the market value of
     
such privileges immediately preceding their expiration if said loss is not discovered
     
until after their expiration. If no market price is quoted for such Property or for
     
such privileges, the value shall be fixed by agreement between the parties.
     
OTHER PROPERTY
 
     
The value of any loss of Property, other than as stated above, shall be the actual
     
cash value or the cost of repairing or replacing such Property with Property of
     
like quality and value, whichever is less.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 15 of 19
 

 
 

 
 
 
         
Conditions and
       
Limitations
       
(continued)
       
 
 
Securities Settlement
10
.
In the event of a loss of securities covered under this Bond, the COMPANY may,
     
at its sole discretion, purchase replacement securities, tender the value of the
     
securities in money, or issue its indemnity to effect replacement securities.
 
     
The indemnity required from the ASSURED under the terms of this Section
     
against all loss, cost or expense arising from the replacement of securities by the
     
COMPANY'S indemnity shall be:
 
     
a.
for securities having a value less than or equal to the applicable
       
DEDUCTIBLE AMOUNT - one hundred (100%) percent;
 
     
b.
for securities having a value in excess of the DEDUCTIBLE AMOUNT but
       
within the applicable LIMIT OF LIABILITY - the percentage that the
       
DEDUCTIBLE AMOUNT bears to the value of the securities;
 
     
c.
for securities having a value greater than the applicable LIMIT OF LIABILITY
       
- the percentage that the DEDUCTIBLE AMOUNT and portion in excess of
       
the applicable LIMIT OF LIABILITY bears to the value of the securities.
 
     
The value referred to in Section 10.a., b., and c. is the value in accordance with
     
Section 9, Valuation, regardless of the value of such securities at the time the loss
under the COMPANY'S indemnity is sustained.
 
     
The COMPANY is not required to issue its indemnity for any portion of a loss of
     
securities which is not covered by this Bond; however, the COMPANY may do so
     
as a courtesy to the ASSURED and at its sole discretion.
 
     
The ASSURED shall pay the proportion of the Company's premium charge for the
     
Company's indemnity as set forth in Section 10.a., b., and c. No portion of the
     
LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
     
purchased by the ASSURED to obtain replacement securities.
 
 
Subrogation - Assignment – 11.
 
In the event of a payment under this Bond, the COMPANY shall be subrogated to
Recovery
   
all of the ASSURED'S rights of recovery against any person or entity to the extent
     
of such payment. On request, the ASSURED shall deliver to the COMPANY an
     
assignment of the ASSURED'S rights, title and interest and causes of action
     
against any person or entity to the extent of such payment.
 
     
Recoveries, whether effected by the COMPANY or by the ASSURED, shall be
     
applied net of the expense of such recovery in the following order:
 
     
a.
first, to the satisfaction of the ASSURED'S loss which would otherwise have
       
been paid but for the fact that it is in excess of the applicable LIMIT OF
       
LIABILITY,
 
     
b.
second, to the COMPANY in satisfaction of amounts paid in settlement of
       
the ASSURED'S claim,
 
     
c.
third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE
       
AMOUNT, and
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 16 of 19
 

 
 

 
 
         
Conditions and
       
Limitations
       
 
 
Subrogation - Assignment –
   
d.
fourth, to the ASSURED in satisfaction of any loss suffered by the
Recovery
     
ASSURED which was not covered under this Bond.
(continued)
   
Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a
     
recovery under this section.
 
 
Cooperation Of Assured
12
.
At the COMPANY'S request and at reasonable times and places designated by
     
the COMPANY, the ASSURED shall:
 
     
a.
submit to examination by the COMPANY and subscribe to the same under
       
oath,
 
     
b.
produce for the COMPANY'S examination all pertinent records, and
 
     
c.
cooperate with the COMPANY in all matters pertaining to the loss.
 
     
The ASSURED shall execute all papers and render assistance to secure to the
     
COMPANY the rights and causes of action provided for under this Bond. The
     
ASSURED shall do nothing after loss to prejudice such rights or causes of action.
 
 
Termination
13
.
If the Bond is for a sole ASSURED, it shall not be terminated unless written notice
     
shall have been given by the acting party to the affected party and to the
     
Securities and Exchange Commission, Washington, D.C., not less than sixty (60)
     
days prior to the effective date of such termination.
 
     
If the Bond is for a joint ASSURED, it shall not be terminated unless written notice
     
shall have been given by the acting party to the affected party, and by the
     
COMPANY to all ASSURED Investment Companies and to the Securities and
     
Exchange Commission, Washington, D.C., not less than sixty (60) days prior to
     
the effective date of such termination.
 
     
This Bond will terminate as to any one ASSURED, other than an Investment
     
Company:
 
     
a.
immediately on the taking over of such ASSURED by a receiver or other
       
liquidator or by State or Federal officials, or
 
     
b.
immediately on the filing of a petition under any State or Federal statute
       
relative to bankruptcy or reorganization of the ASSURED, or assignment for
       
the benefit of creditors of the ASSURED, or
 
     
c.
immediately upon such ASSURED ceasing to exist, whether through merger
       
into another entity, disposition of all of its assets or otherwise.
 
     
The COMPANY shall refund the unearned premium computed at short rates in
     
accordance with the standard short rate cancellation tables if terminated by the
     
ASSURED or pro rata if terminated for any other reason.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 17 of 19
 

 
 

 
 
 
         
Conditions and
       
Limitations
       
 
 
Termination
   
If any partner, director, trustee, or officer or supervisory employee of an
(continued)
   
ASSURED not acting in collusion with an Employee learns of any dishonest act
     
committed by such Employee at any time, whether in the employment of the
     
ASSURED or otherwise, whether or not such act is of the type covered under this
     
Bond, and whether against the ASSURED or any other person or entity, the
     
ASSURED:
 
     
a.
shall immediately remove such Employee from a position that would enable
       
such Employee to cause the ASSURED to suffer a loss covered by this
       
Bond; and
 
     
b.
within forty-eight (48) hours of learning that an Employee has committed
       
any dishonest act, shall notify the COMPANY, of such action and provide full
particulars of such dishonest act.
 
     
The COMPANY may terminate coverage as respects any Employee sixty (60)
     
days after written notice is received by each ASSURED Investment Company
     
and the Securities and Exchange Commission, Washington, D.C. of its desire to
     
terminate this Bond as to such Employee.
 
 
Other Insurance
14
.
Coverage under this Bond shall apply only as excess over any valid and collectible
     
insurance, indemnity or suretyship obtained by or on behalf of:
 
     
a.
the ASSURED,
 
     
b.
a Transportation Company, or
 
     
c.
another entity on whose premises the loss occurred or which employed the
       
person causing the loss or engaged the messenger conveying the Property
       
involved.
 
 
Conformity
15
.
If any limitation within this Bond is prohibited by any law controlling this Bond's
     
construction, such limitation shall be deemed to be amended so as to equal the
     
minimum period of limitation provided by such law.
 
 
Change or Modification
16
.
This Bond or any instrument amending or affecting this Bond may not be changed
     
or modified orally. No change in or modification of this Bond shall be effective
     
except when made by written endorsement to this Bond signed by an authorized
     
representative of the COMPANY.
 
     
If this Bond is for a sole ASSURED, no change or modification which would
     
adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
     
days after written notice has been furnished to the Securities and Exchange
     
Commission, Washington, D.C., by the acting party.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 18 of 19
 

 
 

 
 
 
   
Conditions And
 
Limitations
 
 
 
Change or Modification
If this Bond is for a joint ASSURED, no charge or modification which would
(continued)
adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
 
days after written notice has been furnished to all insured Investment Companies
 
and to the Securities and Exchange Commission, Washington, D.C., by the
 
COMPANY.
 

 
   
ICAP Bond (5-98)
 
Form 17-02-1421 (Ed. 5-98)
Page 19 of 19
 

 
 

 
 
 
   
FEDERAL INSURANCE COMPANY
 
Endorsement No:
1
 
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
D/B/A MFS INVESTMENT MANAGEMENT
 
 
 
NAME OF ASSURED ENDORSEMENT
 
 
It is agreed that the NAME OF ASSURED in the DECLARATIONS is amended to read as follows:
 
MFS Series Trust I
 
MFS Value Fund
 
MFS Global Leaders Fund
 
MFS U.S. Government Cash Reserve Fund
 
MFS New Discovery Fund
 
MFS Core Equity Fund
 
MFS Research International Fund
 
MFS Technology Fund
 
MFS Low Volatility Global Equity Fund
 
MFS Low Volatility Equity Fund
 
 
MFS Series Trust II
 
MFS Growth Fund
 
 
MFS Series Trust III
 
MFSGlobal High Yield Fund
 
MFS High Yield Pooled Portfolio
 
MFS High Income Fund
 
MFS Municipal High Income Fund
 
 
MFS Series Trust IV
 
MFS Blended Research Emerging Markets Equity Fund
 
MFS Blended Research Global Equity Fund
 
MFS Blended Research International Equity Fund
 
MFS Global New Discovery Fund
 
MFS U.S. Government Money Market Fund
 
MFS Mid Cap Growth Fund
 
 
MFS Series Trust V
 
MFS Research Fund
 
MFS International New Discovery Fund
 
MFS Total Return Fund
 
 
MFS Series Trust VI
 
MFS Global Equity Fund
 
MFS Global Total Return Fund
 
MFS Utilities Fund
 
 

 
   
ICAP Bond
 
Form 17-02-0949 (Rev. 1-97)
Page 1
 
 
 

 
 
 
MFS Series Trust VII
MFS Equity Income Fund
 
MFS Series Trust VIII
MFS Strategic Income Fund
MFS Global Growth Fund
 
MFS Series Trust IX
MFS Inflation-Adjusted Bond Fund
MFS Corporate Bond Fund
MFS Limited Maturity Fund
MFS Municipal Limited Maturity Fund
MFS Total Return Bond Fund
 
MFS Series Trust X
MFS Aggressive Growth Allocation Fund
MFS Absolute Return Fund
MFS Blended Research Small Cap Equity Fund
MFS Blended Research Value Equity Fund
MFS Blended Research Growth Equity Fund
MFS Conservative Allocation Fund
MFS Emerging Markets Debt Fund
MFS Emerging Markets Debt Local Currency Fund
MFS Emerging Markets Equity Fund
MFS International Growth Fund
MFS International Value Fund
MFS Global Bond Fund
MFS Growth Allocation Fund
MFS International Diversification Fund
MFS Moderate Allocation Fund
MFS Managed Wealth Fund
 
MFS Series Trust XI
MFS Mid Cap Value Fund
MFS Blended Research Core Equity Fund
 
MFS Series Trust XII
MFS Lifetime 2015 Fund
MFS Lifetime 2025 Fund
MFS Lifetime 2035 Fund
MFS Lifetime 2045 Fund
MFS Lifetime 2055 Fund
MFS Lifetime Income Fund
MFS Lifetime 2020 Fund
MFS Lifetime 2030 Fund
MFS Lifetime 2040 Fund
MFS Lifetime 2050 Fund
MFS Equity Opportunities Fund
 

 
   
ICAP Bond
 
Form 17-02-0949 (Ed. 1-97)
Page 2
 
 
 

 

 
 
MFS Series Trust XIII
MFS Diversified Income Fund
MFS Global Real Estate Fund
MFS Government Securities Fund
MFS New Discovery Value Fund
 
MFS Series Trust XIV
MFS Institutional Money Market Portfolio
 
MFS Series Trust XV
MFS Commodity Strategy Fund
MFS Global Alternative Strategy Fund
 
 
MFS Series Trust XVI
MFS Global Multi-Asset Fund
 
Stand Alone Funds
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
 
Closed End Funds
MFS California Municipal Fund
MFS Intermediate High Income Fund
MFS High Yield Municipal Trust
MFS High Income Municipal Trust
MFS Investment Grade Municipal Trust
MFS Charter Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
MFS Government Markets Income Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
 
MFS Municipal Series Trust
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS California Municipal Bond Fund
MFS Georgia Municipal Bond Fund
MFS Massachusetts Municipal Bond Fund
MFS Maryland Municipal Bond Fund
MFS Municipal Income Fund
MFS Mississippi Municipal Bond Fund
MFS North Carolina Municipal Bond Fund
MFS New York Municipal Bond Fund
MFS Pennsylvania Municipal Bond Fund
MFS South Carolina Municipal Bond Fund
MFS Tennessee Municipal Bond Fund
MFS Virginia Municipal Bond Fund
MFS West Virginia Municipal Bond Fund
 
MFS Institutional Trust
MFS Institutional International Equity Fund
MFS Institutional Large Cap Value Fund
 

 
   
ICAP Bond
 
Form 17-02-0949 (Ed. 1-97)
Page 3
 

 
 

 
 
 
 
MFS Variable Insurance Trust
MFS Growth Series
MFS Total Return Bond Series
MFS Research Series
MFS Global Equity Series
MFS Investors Trust Series
MFS Value Series
MFS Mid Cap Growth Series
MFS New Discovery Series
MFS Total Return Series
MFS Utilities Series
 
 
MFS Variable Insurance Trust II
MFS Corporate Bond Portfolio
MFS Blended Research Core Equity Portfolio
MFS Emerging Markets Equity Portfolio
MFS International Value Portfolio
MFS International Growth Portfolio
MFS Government Securities Portfolio
MFS High Yield Portfolio
MFS Massachusetts Investors Growth Stock Portfolio
MFS Money Market Portfolio
MFS Global Research Portfolio
MFS Core Equity Portfolio
MFS Research International Portfolio
MFS Strategic Income Portfolio
MFS Technology Portfolio
MFS Global Growth Portfolio
MFS Global Governments Portfolio
MFS Global Tactical Allocation Portfolio
 
MFS Variable Insurance Trust III
MFS Conservative Allocation Portfolio
MFS New Discovery Value Portfolio
MFS Growth Allocation Portfolio
MFS Inflation-Adjusted Bond Portfolio
MFS Limited Maturity Portfolio
MFS Moderate Allocation Portfolio
MFS Mid Cap Value Portfolio
MFS Global Real Estate Portfolio
MFS Blended Research Small Cap Equity Portfolio
 
 
LLC Funds Board
MFS International Concentrated Equity LLC
MFS International Growth LLC
MFS Emerging Markets Debt LLC
MFS Global Equity LLC
MFS International Research Equity LLC
 

 
   
ICAP Bond
 
Form 17-02-0949 (Ed. 1-97)
Page 4
 
 
 

 

 
 
Heritage Trust Board
MFS Heritage Trust Company CIT - MFS Blended Research Large Cap Growth Fund
MFS Heritage Trust Company CIT - MFS International Value Fund
MFS Heritage Trust Company CIT - MFS Global Value Fund
MFS Heritage Trust Company CIT - MFS International Growth Fund II
MFS Heritage Trust Company CIT - MFS International Small Cap Equity Fund
MFS Heritage Trust Company CIT - MFS Global Equity Fund
MFS Heritage Trust Company CIT - MFS International Research Equity Fund
MFS Heritage Trust Company CIT - MFS Growth Equity Fund
MFS Heritage Trust Company CIT - MFS Large Cap Value Fund
MFS Heritage Trust Company CIT - MFS International Concentrated Equity Fund
MFS Heritage Trust Company CIT - MFS Emerging Markets Debt Fund
MFS Heritage Trust Company CIT - MFS International Growth Fund
MFS Heritage Trust Company CIT - MFS International Equity Fund
MFS Heritage Trust Company CIT - MFS Blended Research U.S. Core Equity Fund
MFS Heritage Trust Company CIT - MFS Emerging Markets Equity Fund
MFS Heritage Trust Company CIT - MFS Global Growth Fund
MFS Heritage Trust Company CIT - MFS Low Volatility Global Equity Fund
MFS Heritage Trust Company CIT - MFS International Growth ex-Emerging Market Fund
 
Other
MFS Intermarket Income Trust 1
MFS Commodity Strategy Portfolio
Massachusetts Financial Services Company
MFS Institutional Advisors, Inc.
3060097 Nova Scotia Company
MFS Investment Management Canada Limited
MFS International Singapore Pte. Ltd.
MFS Service Center, Inc.
MFS Heritage Trust Company
MFS Fund Distributors, Inc.
MFS International Ltd.
MFS International (U.K) Limited
MFS do Brasil Desenvolvimento, de Mercado Ltda (Brazil)
MFS International (Hong Kong) Limited
MFS Investment Management Company (Lux.) S.a.r.l.
MFS Investment Management K.K.
MFS Development Funds, LLC
MFS International Switzerland GmbH
MFS International (Chile) SpA
MFS International Holdings Pty Ltd
MFS Bermuda Holdings Ltd
MFS Exchange LLC
MFS International Australia Pty Ltd
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 

 
   
ICAP Bond
 
Form 17-02-0949 (Ed. 1-97)
Page 5
 
 
Date: March 1, 2016
 
 
   
ICAP Bond
 
Form 17-02-0949 (Ed. 1-97)
Page 2
 

 
 

 
 
 
             
       
FEDERAL INSURANCE COMPANY
 
       
Endorsement No.
2
 
 
       
Bond Number:
81391896
 
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
   
   
D/B/A MFS INVESTMENT MANAGEMENT
   
 
 
REVISE ITEM 2. ENDORSEMENT
 
It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and
substituting the following:
       
 
ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:
       
 
If "Not Covered" is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE
and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be deleted. There
shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any
Investment Company.
       
 
     
SINGLE LOSS
DEDUCTIBLE
INSURING CLAUSE
LIMIT OF LIABILITY
AMOUNT
1
.
Employee
$
25,000,000
$
100,000
2
.
On Premises
$
25,000,000
$
100,000
3
.
In Transit
$
25,000,000
$
100,000
4
.
Forgery or Alteration
$
25,000,000
$
100,000
5
.
Extended Forgery
$
25,000,000
$
100,000
6
.
Counterfeit Money
$
25,000,000
$
100,000
7
.
Threats to Person
$
Not Covered
$ Not Covered
8
.
Computer System
$
25,000,000
$
100,000
9
.
Voice Initiated Funds Transfer Instruction
$
25,000,000
$
100,000
10
.
Uncollectible Items of Deposit
$
250,000
$
100,000
11
.
Audit Expense
$
250,000
$
100,000
12
.
Unauthorized Signature
$
25,000,000
$
100,000
13
.
Claims Expense
$
250,000
$
100,000
14
.
Automated Phone System
$
25,000,000
$
100,000
15
.
Computer Systems & Voice Instruction
$
25,000,000
$
100,000
16
.
Destruction of Data or Programs by Hacker
$
25,000,000
$
100,000
17
.
Destruction of Data or Programs by Virus
$
25,000,000
$
100,000
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
   
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
   
 
Date: March 1, 2016
 
 
 
 
ICAP BondForm 17-02-1582 (Ed. 5-98)

 
Page 2
 
 
 
 

 
 
               
           
FEDERAL INSURANCE COMPANY
           
Endorsement No.: 3
           
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
           
D/B/A MFS INVESTMENT MANAGEMENT
 
UNAUTHORIZED SIGNATURE ENDORSEMENT
It is agreed that this Bond is amended as follows:
 
1
.
By adding the following INSURING CLAUSE:
 
   
12
.
Unauthorized Signature
 
       
Loss resulting directly from the ASSURED having accepted, paid or cashed any check or
       
Withdrawal Order made or drawn on or against the account of the ASSURED’S customer
       
which bears the signature or endorsement of one other than a person whose name and signature
       
is on file with the ASSURED as a signatory on such account.
 
       
It shall be a condition precedent to the ASSURED'S right of recovery under this INSURING
       
CLAUSE that the ASSURED shall have on file signatures of all the persons who are signatories
       
on such account.
 
2
.
By adding to Section 1., Definitions, the following:
 
   
r.
 
Instruction means a written order to the issuer of an Uncertificated Security requesting that the
       
transfer, pledge or release from pledge of the specified Uncertificated Security be registered.
   
s.
 
Uncertificated Security means a share, participation or other interest in property of or an
       
enterprise of the issuer or an obligation of the issuer, which is:
 
       
(1
)
not represented by an instrument and the transfer of which is registered on books
           
maintained for that purpose by or on behalf of the issuer, and
 
       
(2
)
of a type commonly dealt in on securities exchanges or markets, and
       
(3
)
either one of a class or series or by its terms divisible into a class or series of shares,
           
participations, interests or obligations.
 
 

 
   
ICAP Bond
 
Form 17-02-5602 (Ed. 10-03)
Page 1
 

 
 

 
 
 
   
t.
Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a
 
customer of the ASSURED authorizing the ASSURED to debit the customer’s account in the
 
amount of funds stated therein.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
   
ICAP Bond
 
Form 17-02-5602 (Ed. 10-03)
Page 2
 
 
 

 

 
           
       
FEDERAL INSURANCE COMPANY
       
Endorsement No.:
4
       
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
       
D/B/A MFS INVESTMENT MANAGEMENT
 
CLAIMS EXPENSE ENDORSEMENT
It is agreed that this Bond is amended as follows:
 
1
.
By adding the following INSURING CLAUSE:
 
   
13. Claims Expense
 
   
Reasonable expense incurred by the ASSURED, solely for independent firms or individuals to
   
determine the amount of loss where:
 
   
(1
)
the loss is covered under the Bond, and
 
   
(2
)
the loss is in excess of the applicable DEDUCTIBLE AMOUNT.
 
2
.
Under General Exclusions-Applicable To All Insuring Clauses, Section 2.f. does not apply to loss
   
covered under this INSURING CLAUSE.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
 
ICAP Bond
 
 
Form 17-02-6282 (Ed. 11-04)
 
 
 

 
 
 
         
       
ENDORSEMENT/RIDER
 
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
 
     
Endorsement/Rider No.
5
 
     
To be attached to and
 
     
form a part of Bond No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
   
D/B/A MFS INVESTMENT MANAGEMENT
 
 
 
AUTOMATED PHONE SYSTEM ENDORSEMENT
 
In consideration of the premium charged, it is agreed that:
 
 
(1
)
The Insuring Clauses section is amended by adding the following Insuring Clause:
 
   
Automated Phone System Insuring Clause
   
 
   
Loss resulting directly from the ASSURED having transferred funds on the faith of any Automated Phone
   
System (hereinafter “APS”) Transaction, where the request for such APS Transaction is unauthorized or
   
fraudulent and is made with the intent to deceive. In order for coverage to apply under this Insuring
   
Clause the ASSURED shall maintain and follow all APS Designated Procedures with respect to APS
   
Transactions. The isolated failure of the ASSURED to maintain and follow a particular APS Designated
   
Procedure in a particular instance will not preclude coverage under this Automated Phone System
   
Insuring Clause subject to the exclusions herein and in this Bond.
 
 
(2
)
For purposes of this endorsement, the following terms shall apply:
 
 
   
Automated Phone System or APS means an automated system which receives and converts to
   
executable instructions transmissions over the telephone through use of a touch-tone keypad or other
   
tone system or voice recognition system, and always excluding transmissions from a computer system
   
or part thereof.
   
 
   
APS Transaction means any APS Purchase, APS Redemption, APS Election or APS Exchange.
 
   
APS Purchase means any purchase of shares issued by an Investment Company which is requested
   
through an Automated Phone System.
   
 
   
APS Redemption means any redemption of shares issued by an Investment Company which is
   
requested over the telephone by means of information transmitted by an individual caller through use of
   
a telephone keypad or voice recognition system.
 
 
   
APS Election means any election concerning various account features available to Fund shareholders
   
which is made over the telephone by means of information transmitted by an individual caller through
   
use of a telephone keypad or voice recognition system. These features include account statements, auto
   
exchange, auto asset builder, automatic withdrawal, dividend/capital gain options, dividend sweep,
   
telephone balance consent and change of address.
 
 
   
APS Exchange means any exchange of shares in a registered account of one Fund into shares in an
   
account with the same tax identification number and same ownership-type code of another Fund in the
   
same complex pursuant to exchange privileges of the two Funds, which exchange is requested over the
   
telephone by means of information transmitted by an Individual caller through use of a telephone keypad
   
or voice recognition system.
   
 
   
APS Designated Procedures means all of the following procedures:
 
 
Q08-2343 (12/2008)
 
 
Page 1
 
 
 

 
 
 

 
       
(1
)
Election in Application No APS Redemption shall be executed unless the shareholder to whose
   
account such an APS Redemption relates has previously elected to permit Telephone
   
Redemptions.
 
(2
)
Logging: All APS Purchases, Redemptions or Exchanges shall be logged or otherwise recorded
   
and the records shall be retained for at least six (6) months. Information contained in the records
   
shall be capable of being retrieved and produced within a reasonable time after retrieval of specific
   
information is requested, at a success rate of no less than 85 percent.
 
(3
)
Identity Test: The caller in any request for an APS Transaction, must first input his/her account
   
number, the last four digits of his/her social security number, and finally, his/her personal
   
identification number (“PIN”). It is proposed that in addition to this procedure, a customer may:
 
   
(a)
begin by saying or pressing his/her account number, then say or press his/her PIN, or
 
   
(b)
begin by saying or pressing his/her social security number, then say or press his/her PIN and
     
lastly, say name of fund or account number (or press account number).
 
   
(c)
Limited attempts to Enter PIN: If the caller fails to enter a correct PIN within (3) three
     
attempts, the caller must not be allowed additional attempts during the same telephone call
     
to enter the PIN. The caller may either be instructed to redial a customer service
representative or may be immediately connected to such a representative.
 
   
(d)
Written Confirmation: A written confirmation of any APS Purchase, Redemption, Exchange
     
or change of address shall be mailed to the shareholder(s) to whose account such
     
transaction relates, at the record address, by the end of the ASSURED’S next regular
     
processing cycle, but in no event later than five (5) business days following such APS
     
Transaction.
 
   
(e)
Access to APS Equipment: Access to the equipment which permits the entity receiving the
     
APS Transaction request to process and effect the transaction shall be limited in the
     
following manner: The Shareholder Services Group, Inc., accesses the hardware housing the
     
Mutual Fund On-Line system which effects transactions.
 
(3) With respect to the coverage afforded pursuant to the Automated Phone Systems Insuring Clause, this
Bond does not directly or indirectly cover any loss resulting from:
 
(1
)
the redemption of shares, where the proceeds of such redemption are made payable to other than
   
(i) the shareholder of record, or (ii) a person designated to receive redemption proceeds, or (iii) a
   
bank account designated to receive redemption proceeds; or
 
(2
)
the redemption of shares, where the proceeds of such redemption are paid by check mailed to any
   
address, unless such address has either been (i) designated by voice over the telephone or in
   
writing without a signature guarantee. In either case at least thirty (30) days prior to such
   
redemption, or (ii) designated, or (iii) verified by any other procedures, if such procedures are
   
stated below in this Endorsement; or
 
(3
)
the redemption of shares, where the proceeds of such redemption are paid by wire transfer to
   
other than the shareholders designated bank account of record; or
 
(4
)
the intentional failure to adhere to one or more APS Designated Procedures.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q08-2343 (12/2008)
 
 
Page 2
 
 
 

 
 
 
                 
               
ENDORSEMENT/RIDER
 
Effective date of
         
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
               
Endorsement/Rider No. 6
               
To be attached to and
               
form a part of Policy No. 81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
         
COMPUTER SYSTEMS AND VOICE INSTRUCTIONS ENDORSEMENT
             
(WITH INTERNET RIDER)
In consideration of the premium charged, it is agreed that:
1
.
This bond is amended by adding the following additional Insuring Clause:
   
Computer Systems And Voice Instructions Insuring Clause
   
(A)
Loss resulting directly from a fraudulent:
     
(1
)
entry of data into, or
 
     
(2
)
change of data elements or programs within a “Computer System” (as defined
         
below),
   
     
provided the fraudulent entry or change causes:
         
(a)
Property to be transferred, paid or delivered,
         
(b)
an account of the ASSURED, or of its customer, to be added,
           
deleted, debited or credited, or
         
(c)
an unauthorized account or a fictitious account to be debited or
           
credited;
 
     
(3
)
voice instructions or advices having been transmitted to the ASSURED or its
         
agent(s) by telephone; and provided further, the fraudulent entry or change is
         
made or caused by an individual acting with the manifest intent to:
         
(a)
cause the ASSURED or its agent(s) to sustain a loss, and
         
(b)
obtain financial benefit for that individual or for other persons
           
intended by that individual to receive financial benefit,
         
(c)
and further provided such voice instructions or advices:
           
(i)
were made by a person who purported to represent an
individual authorized to make such voice instructions or
             
advices; and
 
           
(ii)
were electronically recorded by the ASSURED or its
             
agent(s).
 
 
 
 

 

 
           
     
(4
)
It shall be a condition to recovery under this Computer Systems And Voice
         
Instructions Insuring Clause that the ASSURED or its agent(s) shall to the best of
         
their ability electronically record all voice instructions or advices received over
         
telephone. The ASSURED or its agent(s) warrant that they shall make their best
         
efforts to maintain the electronic recording system on a continuous basis.
 
         
Nothing, however, in this endorsement shall bar the ASSURED from recovery
         
where no recording is available because of mechanical failure of the device used
         
in making such recording, or because of failure of the media used to record a
         
conversation from any cause, or error or omission of any Employee(s) or
         
agent(s) of the ASSURED.
 
   
(B)
Loss resulting by reason of the ASSURED having transferred, paid, or delivered any funds or
     
property, established any credit, debited any account or given any value on the faith of any
     
instructions directed to the ASSURED over the Internet authorizing or acknowledging the
     
transfer, payment, delivery or receipt of funds or property which instructions were transmitted
     
over the Internet directly to the ASSURED and fraudulently purport to have been sent by a
     
customer, an office of the ASSURED or another financial institution, but which instructions
     
were either transmitted over the Internet, without the knowledge or consent of said person, or
     
were fraudulently modified during transmission over the Internet to the ASSURED.
 
2
.
For purposes of this endorsement, the following terms shall apply
 
   
“Computer System” means:
 
   
(a)
computers with related peripheral components, including storage components, wherever
     
located,
   
(b)
systems and applications software,
   
(c)
terminal devices,
   
(d)
related communication networks or customer communication systems, and
   
(e)
related “Electronic Funds Transfer Systems” (as defined below),
 
   
by which data are electronically collected, transmitted, processed, stored, and retrieved; provided that
   
the coverage afforded pursuant to the terms of this endorsement shall apply to all Computer Systems
   
used by the ASSURED.
 
   
“Electronic Funds Transfer System” means automated teller machines, point of sale terminals, and
   
other similar operating systems and includes any shared networks, or other similar facilities for such
   
systems, in which the ASSURED participates.
 
3
.
In addition to the exclusions in the attached bond, the following exclusions are applicable to this
   
Computer Systems And Voice Instructions Insuring Clause:
 
   
(a)
loss resulting directly or indirectly from the theft of confidential information, material or
     
data;
   
 
   
(b)
loss resulting directly or indirectly from entries or changes made by an individual
     
authorized to have access to a Computer System who acts in good faith on instructions,
     
unless such instructions are given to that individual by a software contractor (or by a
     
partner, officer or employee thereof) authorized by the ASSURED to design, develop,
     
prepare, supply service, write or implement programs for the ASSURED'S Computer
     
System. This exclusion shall only apply to that customer's account.
 
Q09-392 (11/2013)
 
 
Page 2
 
 
 
 

 

 
       
4
.
The coverage afforded by this endorsement applies only to loss discovered by the ASSURED during
   
the period this endorsement is in force.
 
5
.
All loss or series of losses involving the fraudulent activity of one individual, or involving fraudulent
   
activity in which one individual is implicated, whether or not that individual is specifically identified,
   
shall be treated as one loss. A series of losses involving unidentified individuals but arising from the
   
same method of operation may be deemed by the COMPANY to involve the same individual and in
   
that event shall be treated as one loss.
 
6
.
The COMPANY’S maximum Limit of Liability for this Computer Systems And Voice Instructions
   
Insuring Clause is $25,000,000, which is part of $55,000,000, and is subject to a deductible of
   
$100,000, which applies to each and every loss.
 
7
.
If any loss is covered under this Insuring Clause and any other Insuring Clause or Coverage, the
   
maximum amount payable for such loss shall not exceed the largest amount available under anyone
   
Insuring Clause or Coverage.
 
8
.
Coverage under this endorsement shall terminate upon termination or cancellation of the bond to
   
which this endorsement is attached. Coverage under this endorsement may also be terminated or
   
cancelled without cancelling the bond as an entirety:
 
   
(a)
ninety (90) days after receipt by the ASSURED of written notice from the COMPANY of
     
its desire to terminate or cancel coverage under this endorsement, or
 
   
(b)
immediately upon receipt by the COMPANY of a written request from the ASSURED to
     
terminate or cancel coverage under this endorsement.
 
   
The COMPANY shall refund to the ASSURED the unearned premium for this coverage under this
   
endorsement. The refund shall be computed at short rates if this endorsement is terminated or
   
cancelled or reduced by notice from, or at the instance of, the ASSURED.
 
9
.
Section 7, Notice to Company-Proof-Legal Proceedings Against Company, of the Conditions and
   
Limitations of this bond is amended by adding the following sentence:
 
Proof of loss resulting from voice instructions or advices covered under this bond
     
shall include electronic recordings of such voice instructions or advices.
 
10
.
Notwithstanding the foregoing, however, coverage afforded by this endorsement is not designed to
   
provide protection against loss covered under a separate Electronic and Computer Crime Policy by
   
whatever title assigned or written by any insurer. Any loss which is covered under such separate
   
Policy is excluded from coverage under this bond; and the ASSURED agrees to make claim for such
   
loss under its separate Policy.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and
conditions of coverage.
 
All other terms, conditions and limitations of this Policy shall remain unchanged.
 
 
Q09-392 (11/2013)
 
 
Page 3
 
 
 

 
 
 
         
       
ENDORSEMENT/RIDER
 
Effective date of
 
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
       
Endorsement/Rider No. 7
       
To be attached to and
       
form a part of Policy No. 81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
DESTRUCTION OF DATA OR PROGRAMS BY HACKER ENDORSEMENT
 
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
(1
)
The Insuring Clauses section is amended by adding the following:
   
Insuring Clause: Destruction Of Data Or Programs By Hacker Insuring Clause
   
Loss resulting directly from the malicious destruction of or damage to, Electronic Data or
   
Computer Programs owned by the ASSURED or for which the ASSURED is legally liable while
   
stored within a Computer System covered pursuant to the terms and conditions of the Computer
   
Systems and Voice Instructions Endorsement [A NUMBER], attached to this Bond.
   
The liability of the Company shall be limited to the cost of duplication of such Electronic Data or
   
Computer Programs from other Electronic Data or Computer Programs which shall have
   
been furnished by the ASSURED.
 
   
In the event, however, that destroyed or damaged Computer Programs cannot be duplicated from
   
other Computer Programs, the Company will pay the cost incurred for computer
   
time, computer programmers, consultants or other technical specialists as is reasonably
   
necessary to restore Computer Programs to substantially the previous level of operational
   
capability.
 
   
The Company’s maximum Limit of Liability for this Destruction Of Data Or Programs By Hacker
   
Insuring Clause is $25,000,000, which is part of $55,000,000, and is subject to a deductible of
   
$100,000, which applies to each and every loss.
(2
)
For purposes of this endorsement, the definition of Computer System, as set forth in Subsection 1,
   
Definitions, of the Conditions and Limitations Section, is deleted and replaced with the following:
   
Computer System means:
 
   
(a)
computers with related peripheral components, including storage components, wherever
     
located,
 
   
(b)
systems and applications software,
 
 
Q08-2336 (11/2013)
 
 
Page 1
 
 
 

 
 
       
   
(c)
terminal devices,
   
(d)
related communication networks or customer communication systems, and
   
(e)
related Electronic Funds Transfer Systems,
   
by which data are electronically collected, transmitted, processed, stored, and retrieved.
(3
)
For purposes of this endorsement, the following terms shall apply:
   
Electronic Data means facts or information converted to a form usable in a Computer System by
   
Computer Programs and which is stored on magnetic tapes or disks, or optical storage disks or
   
other bulk media.
   
Computer Program means a set of related electronic instructions which direct the operations and
   
functions of a computer or devices connected to it which enable the computer or devices to
   
receive, process, store or send Electronic Data.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and
conditions of coverage.
All other terms, conditions and limitations of this Policy shall remain unchanged.
 
 
Q08-2336 (11/2013)
 
 
Page 2
 
 
 
 

 

 
         
       
ENDORSEMENT/RIDER
 
 
 
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
 
       
Endorsement/Rider No. 8
 
       
To be attached to and
       
form a part of Policy No. 81391896
 
 
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
DESTRUCTION OF DATA OR PROGRAMS BY VIRUS ENDORSEMENT
In consideration of the premium charged, it is agreed that:
 
(1
)
The Insuring Clauses section is amended by adding the following Insuring Clause:
 
   
Destruction Of Data Or Programs By Virus Insuring Clause
 
   
Loss resulting directly from the malicious destruction of or damage to, Electronic Data or
   
Computer Programs owned by the ASSURED or for which the ASSURED is legally liable while
   
stored within a Computer System covered pursuant to the terms and conditions of the Computer
   
Systems and Voice Instructions Endorsement 6, attached to this Bond, if such destruction or
   
damage was caused by a computer programmer similar instruction which was written or
   
altered to incorporate a hidden instruction designed to destroy or damage Electronic Data or
   
Computer Programs in the Computer System in which the computer program or instruction so
   
written or so altered is used.
 
 
   
The liability of the Company shall be limited to the cost of duplication of such Electronic Data or
   
Computer Programs from other Electronic Data or Computer Programs which shall have
   
been furnished by the ASSURED.
 
 
   
In the event, however, that destroyed or damaged Computer Programs cannot be duplicated from
   
other Computer Programs, the Company will pay the cost incurred for computer time, computer
   
programmers, consultants or other technical specialists as is reasonably necessary to restore
   
Computer Programs to substantially the previous level of operational capability.
 
   
The Company’s maximum Limit of Liability for this Destruction Of Data Or Programs By Virus Insuring
   
Clause is $25,000,000, which is part of $55,000,000 and is subject to a deductible of $100,000, which
   
applies to each and every loss.
 
 
(2
)
For purposes of this endorsement, the definition of Computer System, as set forth in Subsection
   
1, Definitions, of the Conditions and Limitations Section, is deleted and replaced with the following:
 
   
Computer System means:
 
 
   
(a)
computers with related peripheral components, including storage components, wherever
     
located,
 
 
   
(b)
systems and applications software,
 
Q08-2337 (11/2013)
 
 
Page 1
 
 
 

 
 
 

 
       
   
(c)
terminal devices,
   
(d)
related communication networks or customer communication systems, and
   
(e)
related Electronic Funds Transfer Systems,
   
by which data are electronically collected, transmitted, processed, stored, and retrieved.
(3
)
For purposes of this endorsement, the following terms shall apply:
   
Electronic Data means facts or information converted to a form usable in a Computer
   
System by Computer Programs and which is stored on magnetic tapes or disks, or optical
   
storage disks or other bulk media.
   
Computer Program means a set of related electronic instructions which direct the operations
   
and functions of a computer or devices connected to it which enable the computer or
   
devices to receive, process, store or send Electronic Data.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and
conditions of coverage.
All other terms, conditions and limitations of this Policy shall remain unchanged.
 
Q08-2337 (11/2011)
 
 
Page 2
 
 
 

 
 
     
   
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
 
Endorsement/Rider No.
9
 
To be attached to and
 
 
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
D/B/A MFS INVESTMENT MANAGEMENT
 
 
AMEND DEFINITION OF EMPLOYEE ENDORSEMENT
In consideration of the premium charged, it is agreed that the definition of Employee as set forth in Section 1,
Definitions, of the Conditions and Limitations section, is amended to include any consultants and independent
contractors that have a valid contract with the ASSURED.
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q08-2322 (12/2008)
 
 
Page 1
 
 
 

 
 
             
           
ENDORSEMENT/RIDER
Effective date of
     
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
         
Endorsement/Rider No.
10
         
To be attached to and
 
         
form a part of Bond No.
81391896
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
D/B/A MFS INVESTMENT MANAGEMENT
 
 
DISHONEST OR FRAUDULENT ACT ENDORSEMENT
In consideration of the premium charged, it is agreed that:
 
(1
)
Dishonest or fraudulent acts which meet any of the following criteria will not require notification by the
   
ASSURED to the Company:
   
   
(i)
Acts involving values of less than $5,000 (five thousand dollars), or
   
(ii)
convictions involving any controlled substances as defined by federal and local law which:
     
(a)
occurred more than three (3) years prior to the ASSURED’S discovery; and
     
(b)
did not occur while employed by the ASSURED.
 
(2
)
Any request for waiver for an Employee must include a description of the position to be held and a
   
description of the facts and circumstances surrounding the legal infraction.
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
Q08-2342 (12/2008)
 
 
Page 1
 
 
 

 
 

 
 




 
         
       
ENDORSEMENT/RIDER
 
 
 
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
 
       
Endorsement/Rider No. 11
 
       
To be attached to and
       
form a part of Policy No. 81391896
 
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
 
     
TELEFACSIMILE TRANSMISSIONS COVERAGE ENDORSEMENT
 
 
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
 
 
(1
)
The Insuring Clauses section is amended by adding the following Insuring Clause:
 
   
Telefacsimile Transmissions Insuring Clause
 
   
Loss resulting by reason of the ASSURED having transferred, paid or delivered any funds or
   
Property, established any credit, debited any account, or given any value on the faith of
   
any fraudulent instructions sent by a customer or financial institution by Telefacsimile
   
Transmission directly to the ASSURED authorizing or acknowledging the transfer, payment, or
   
delivery of funds or property, establishment of credit, debiting of an account or the giving of value
   
by the ASSURED, which Telefacsimile instructions:
 
   
(i)
fraudulently purport to have been sent by such customer or financial institution
     
but which Telefacsimile Instructions were transmitted without the knowledge or
     
consent of such customer or financial institution by a person other than such
     
customer or financial institution and which bear a forged signature.
 
(2
)
The coverage afforded by this endorsement applies only to loss discovered by the ASSURED
   
during the period this endorsement is in force. The first sentence of Subsection 6, Discovery, of
   
the Conditions and Limitations section of this Bond does not apply to this Telefacsimile
   
Transmissions Insuring Clause.
 
 
(3
)
The Company’s maximum Limit of Liability for this Telefacsimile Transmissions Insuring Clause is
   
$25,000,000, which is part of $55,000,000, and is subject to a deductible of $100,000, which
   
applies to each and every loss.
 
 
(4
)
Coverage under this endorsement shall terminate upon termination or cancellation of this Bond to
   
which this endorsement is attached, and coverage under this endorsement may also be
   
terminated or canceled without canceling the Bond as an entirety:
 
   
(i)
ninety (90) days after receipt by the ASSURED of written notice from the
     
Company of its desire to terminate or cancel coverage under this endorsement,
     
or
 
 
   
(ii)
immediately upon receipt by the Company of a written request from the
     
ASSURED to terminate or cancel coverage under this endorsement.
 
Q08-2346 (11/2013)
 
 
Page 1
 
 
 
 

 

 
 




 
     
(5
)
For purposes of this endorsement, the following terms shall apply:
 
   
"Telefacsimile" means a system of transmitting written documents by electronic
   
signals over telephone lines to equipment maintained by the ASSURED for the purposes
   
of reproducing a copy of said document. It does not mean electronic communication sent
   
by Telex, TWX, or similar means of communication or through Electronic Communication
   
System or through an Automated Clearing House.
 
   
"Forged Signature" means the handwritten signing of the name of another genuine
   
person or the use of a copy of his signature without authority and with intent to cause the
   
ASSURED to sustain a loss and to obtain financial benefit; it does not include the signing
   
in whole or in part of one's own name, with or without authority, in any capacity, for any
   
purpose.
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
All other terms, conditions and limitations of this Policy shall remain unchanged.
 
 
 
Q08-2346 (11/2013)
 
 
Page 2
 
 
 
 

 

 
 




 
       
     
ENDORSEMENT/RIDER
 
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
 
   
Endorsement/Rider No.
12
 
   
To be attached to and
 
   
form a part of Bond No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
 
D/B/A MFS INVESTMENT MANAGEMENT
 
 
 
AMEND EXTENDED FORGERY INSURING CLAUSE ENDORSEMENT
 
In consideration of the premium charged, it is agreed that this Bond is amended by deleting paragraph b. of
Insuring Clause 5, Extended Forgery, and replacing it with the following:
 
b.
guaranteed in writing or witnessed any signature upon any transfer, assignment, bill of sale, power
 
of attorney, guarantee, endorsement, or other obligation upon or in connection with any Securities,
 
documents or other written instructions; or purportedly guaranteed in writing or witnessed any
 
signature on any transfer, assignment, bill of sale, power of attorney, guarantee, endorsement, or
 
other obligation upon or in connection with any Securities, documents or other written
 
instructions which purported guarantee was effected by the unauthorized use of a stamp or
 
medallion of or belonging to the ASSURED which was lost, stolen or counterfeited and for which
 
loss the ASSURED is legally liable.
   
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
 
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
Q08-2348(12/2008)
 
 
Page 1
 
 
 

 
 
 
           
       
ENDORSEMENT/RIDER
 
 
 
Effective date of
     
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
 
 
     
Endorsement/Rider No.
13
 
 
     
To be attached to and
   
     
form a part of Policy No.
81391896
 
 
 
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
   
 
 
   
CANCELLATION NOTICE ENDORSEMENT
   
 
In consideration of the premium charged, it is agreed that:
   
 
1
.
The COMPANY will mark its records to indicate that the Department of Member Firms of the New
 
   
York Stock Exchange located at 11 Wall Street, New York, NY 10005, is to be notified promptly
 
   
concerning the cancellation, termination or substantial modification of the attached bond, whether at
 
   
the request of the ASSURED or the COMPANY, and will use its best efforts to so notify said
 
   
Department, but failure to so notify said Department shall not impair or delay the effectiveness
 
   
of any such cancellation, termination or modification.
   
 
2
.
Should this Bond be canceled, reduced, non-renewed or restrictively modified by the COMPANY, the
 
   
COMPANY will to give thirty (30) days advance notice to Los Angeles Department of Water and
 
   
Power Risk Management Section, P.O. Box 51111, Room 465, Los Angeles, CA 90051-5700, unless
 
   
an earlier date of such cancelation is approved by the Los Angeles Department of Water and Power
 
   
Risk Management Section.
     
 
3
.
Should this Bond be canceled or reduced at the request of the ASSURED, the COMPANY will notify
 
   
Los Angeles Department of Water and Power Risk Management Section, P.O. Box 51111, Room
 
   
465, Los Angeles, C
A 90051-5700, of such cancellation or reduction within ten (10) business days
   
after receipt of such request, unless an earlier date of such cancelation is approved by the Los
 
   
Angeles Department of Water and Power Risk Management Section.
   
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and
 
conditions of coverage.
     
 
All other terms, conditions and limitations of this Policy shall remain unchanged.
   
 
 
Q12-1858 (11/2014)
 
 
Page 1
 
 
 

 
 
         
       
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
     
Endorsement/Rider No.
14
     
To be attached to and
 
     
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
   
D/B/A MFS INVESTMENT MANAGEMENT
 
   
DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION
ENDORSEMENT
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
1
.
The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.
2
.
The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced with
   
the following:
   
   
If this Bond is for a joint ASSURED, no change or modification which would adversely affect the
   
rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been
   
furnished to all insured Investment Companies and the Securities and Exchange Commission,
   
Washington, D.C., by the COMPANY.
   
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
   
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
 
17-02-2437 (12/2006) rev.
 
 
Page 1
 
 
 

 
 
 
           
       
FEDERAL INSURANCE COMPANY
       
Endorsement No:
15
       
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
       
D/B/A MFS INVESTMENT MANAGEMENT
 
 
TERMINATION-NONRENEWAL-NOTICE ENDORSEMENT
It is agreed that this Bond is amended as follows:
 
1
.
By adding to Section 13., Termination, the following:
 
   
"Termination By The Company
 
   
Bonds In Effect For More Than Sixty (60) Days
 
   
If this Bond has been in effect for more than sixty (60) days, or, if this Bond is a renewal, the
   
COMPANY may terminate by providing written notice of cancellation at least sixty (60) days before the
   
effective date of termination for at least one of the following reasons:
 
   
1
.
Nonpayment of premium;
 
   
2
.
Discovery of fraud or material misrepresentation in obtaining this Bond or in the presentation of a
       
claim thereunder;
 
   
3
.
Discovery of willful or reckless acts or omissions or violation of any provision of this Bond on the
       
part of the ASSURED which substantially and materially increases any hazard insured against,
       
and which occurred subsequent to the inception of the current BOND PERIOD;
   
4
.
Conviction of the ASSURED of a crime arising out of acts increasing the hazard insured against;
   
5
.
Material change in the risk which increases the risk of loss after insurance coverage has been
       
issued or renewed, except to the extent that the COMPANY should reasonably have foreseen the
       
change, or contemplated the risk when the contract was written;
 
   
6
.
Determination by the Commissioner that the continuation of the Bond would jeopardize a
       
COMPANY'S solvency or would place the COMPANY in violation of the insurance laws of any
       
state;
 
   
7
.
Determination by the Commissioner that continuation of the present premium volume of the
COMPANY would jeopardize the COMPANY'S policyholders, creditors or the public;
   
8
.
Such other reasons that are approved by the Commissioner;
 
   
9
.
Determination by the Commissioner that the COMPANY no longer has adequate reinsurance to
       
meet the ASSUREDS needs;
 
   
10
.
Substantial breaches of contractual duties, conditions or warranties; or
   
11
.
Unfavorable underwriting facts, specific to the ASSURED, existing that were not present at the
       
inception of the Bond.
 
 

 
   
ICAP Bond
 
Form 17-02-1360 (Rev. 10-99)
Page 1
 
 
 

 

 
 




 
   
Bonds In Effect Sixty (60) Days Or Less
 
If this Bond has been in effect for sixty (60) days or less, and it is not a renewal Bond, the COMPANY
may terminate for any reason by providing written notice of termination at least sixty (60) days before
the effective date of termination.
 
Notice Of Termination
 
Notice of termination under this Section shall be mailed or delivered, by certified mail, return receipt
provided by the United States Postal Service, to the ASSURED and to the authorized agent or broker, if
any, at least sixty (60) days prior to the effective date of cancellation at the address shown on the
DECLARATIONS of this Bond.
 
If this Bond is cancelled for nonpayment of premium, the COMPANY will mail or deliver, by certified
mail, return receipt provided by the United States Postal Service, a written notice at least thirty (30)
days before the effective date of cancellation. The cancellation notice shall contain information
regarding the amount of premium due and the due date, and shall state the effect of nonpayment by
the due date. Cancellation shall not be effective if payment of the amount due is made prior to the
effective date of cancellation.
 
All notice of cancellation shall state the reason(s) for cancellation.
 
There is no liability on the part of, and no cause of action of any nature shall arise against, the
COMPANY, its authorized representatives, its employees, or any firm, person or corporation furnishing
to the COMPANY, information relating to the reasons for cancellation or nonrenewal, for any statement
made by them in complying or enabling the COMPANY to comply with this Section, for the provision of
information pertaining thereto, or for statements made or evidence submitted at any hearings
conducted in connection therewith, if such information was provided in good faith and without malice.
 
Notice Of Nonrenewal
 
If the COMPANY elects not to renew this Bond, the COMPANY shall mail or deliver written notice, by
certified mail, return receipt, provided by the United States Postal Service, to the ASSURED, at his last
known address, at least sixty (60) days before the expiration date or before the anniversary date, if this
Bond has been written for a term of more than one (1) year. Such notice shall also be mailed to the
ASSURED'S agent or broker, if any.
 
Such notice shall contain all of the following:
 
a.
Bond Number:
 
b.
Date of Notice;
 
c.
Reason for Cancellation;
 
d.
Expiration Date of the Bond;
 
e.
Effective Date and Hour of Cancellation.
 
Notice of nonrenewal shall not be required if the COMPANY or a COMPANY within the same insurance
group has offered to issue a renewal Bond, the ASSURED has obtained replacement coverage or has
agreed in writing to obtain replacement coverage, the ASSURED has requested or agreed to
nonrenewal, or the Bond is expressly designated as nonrenewable.
 

 
   
ICAP Bond
 
Form 17-02-1360 (Rev. 10-99)
Page 2
 

 
 

 

 

 
     
   
Return Premium Calculations
 
   
Any unearned premiums which have been paid by the ASSURED shall be refunded to the ASSURED
   
on a pro rata basis if terminated by the COMPANY or the ASSURED. The unearned premiums shall
   
be refunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or the
   
effective date of cancellation, whichever is later.
 
   
Conditional Renewal
 
   
If the COMPANY offers or purports to renew the Bond, but on less favorable terms or at higher rates,
   
the new terms or higher premiums may take effect on the renewal date, if the COMPANY mails or
   
delivers by certified mail, return receipt provided by the United States Postal Service, to the ASSURED,
   
notice of the new terms or premiums at least sixty (60) days prior to the renewal date. If the
   
COMPANY notifies the ASSURED within sixty (60) days prior to the renewal date, the new terms or
   
premiums do not take effect until sixty (60) days after the notice is mailed or delivered, in which case,
   
the ASSURED may elect to cancel the renewal Bond within the sixty (60) day period. If the COMPANY
   
does not notify the ASSURED of the new terms or premiums, the COMPANY shall continue the Bond
   
at the expiring terms and premiums until notice is given or until the effective date of replacement
   
coverage is obtained by the ASSURED, whichever occurs first.”
 
2
.
It is further understood and agreed that for the purposes of Section 13., Termination, any occurrence
   
listed in this Section shall be considered to be a request by the ASSURED to immediately terminate this
   
Bond.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
   
ICAP Bond
 
Form 17-02-1360 (Rev. 10-99)
Page 3
 
 
 

 

 

 
         
     
ENDORSEMENT/RIDER
 
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
 
     
Endorsement/Rider No.
16
 
     
To be attached to and
 
     
form a part of Policy No.
81391896
 
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
   
D/B/A MFS INVESTMENT MANAGEMENT
 
 
 
AMEND TERMINATION SECTION ENDORSEMENT
 
In consideration of the premium charged, it is agreed that Section 13, Termination, of the Conditions and
Limitations of this bond is amended as follows:
   
1
.
The first two paragraphs are deleted and replaced with the following:
 
   
The COMPANY may terminate this bond as an entirety by furnishing written notice specifying the
   
termination date which cannot be prior to ninety (90) days after the receipt of such written notice
   
by Legal Department of fund and/or sponsor and/or the Risk Management Department of each
   
Investment Company named as ASSURED and the Securities and Exchange Commission,
   
Washington, D.C. The ASSURED may terminate this bond as an entirety by furnishing written
   
notice to the COMPANY. When the ASSURED cancels, the ASSURED shall furnish written notice
   
to the Securities and Exchange Commission, Washington, D.C. prior to ninety (90) days before
   
the effective date of the termination. The COMPANY shall notify all other Investment Companies
   
named as ASSURED of the receipt of such termination notice and the termination cannot be
   
effective prior to ninety (90) days after receipt of written notice by all other Investment
   
Companies. Premiums are earned until the termination date as set forth herein.
2
.
The last paragraph is deleted and replaced with the following:
 
   
The COMPANY may terminate coverage as respects any Employee ninety (90) days after written
   
notice is received by each ASSURED Investment Company and the Securities and Exchange
   
Commission, Washington, D.C. of its desire to terminate this Bond as to such Employee.
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
   
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
 
 
Q09-393 (2/2009) Page 1
 
 
 

 
 
 
         
     
FEDERAL INSURANCE COMPANY
     
Endorsement No.:
17
     
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
D/B/A MFS INVESTMENT MANAGEMENT
 
AUTOMATIC ACQUISITION DOLLAR THRESHOLD ENDORSEMENT
It is agreed that this Bond is amended by deleting in its entirety General Agreement C., Additional Offices or
Employees-Consolidation, Merger or Purchase or Acquisition of Assets or Liabilities-Notice To Company,
and substituting the following:
 
C.
Additional Offices or Employees-Consolidation, Merger or Purchase or Acquisition Of Assets or
 
Liabilities-Notice To Company
 
 
If the ASSURED, other than an Investment Company, while this Bond is in force, merges or
 
consolidates with, or purchases or acquires assets or liabilities of another institution, the ASSURED
 
shall not have the coverage afforded under this Bond for loss which has:
 
 
(1
)
occurred or will occur on premises,
 
 
(2
)
been caused or will be caused by an employee, or
 
 
(3
)
arisen or will arise out of the assets or liabilities,
 
 
of such institution, unless the ASSURED:
 
 
a.
 
gives the COMPANY written notice of the proposed consolidation, merger or purchase or
     
acquisition of assets or liabilities prior to the proposed effective date of such action, and
 
b.
 
obtains the written consent of the COMPANY to extend some or all of the coverage provided
     
by this Bond to such additional exposure, and
 
 
c.
 
on obtaining such consent, pays to the COMPANY an additional premium.
 
Notwithstanding anything stated above to the contrary, the COMPANY hereby agrees to provide
 
coverage which shall be effective on the date of acquisition under this Bond for those acquired
 
institutions in which the ASSURED owns greater than fifty percent (50%) of the voting stock or voting
 
rights either directly or through one or more of its subsidiaries for the remainder of the BOND
 
PERIOD, with no additional premium, provided the acquired institution meets all of the following
 
conditions:
 
 
i.
 
the assets shall not exceed $1,000,000,000,
 
 
ii.
 
there shall be neither any paid nor pending Bond claim for the three (3) year period prior to the
     
date of acquisition, and
 
 
iii.
 
the ASSURED is not aware of any disciplinary action or proceeding by State or Federal
     
officials involving the acquired institution as of the date of acquisition.
 

 
   
ICAP Bond
 
Form 17-02-6246 (Ed. 3-04)
Page 1
 

 
 

 
 
 
 
The COMPANY further agrees that as respects any acquisition that involves a State or Federal
regulatory assisted acquisition or assumption of assets and/or liabilities, coverage shall be provided
under this Bond for the remainder of the BOND PERIOD as long as conditions i. and ii. above are
met. As respects such acquisition or assumption of assets and/or liabilities, coverage applies only to
a Single Loss fully sustained by the ASSURED on or after the date of such acquisition or
assumption. All of the circumstances, conditions or acts causing or contributing to a Single Loss
must occur on or after the date of such acquisition or assumption for coverage to apply regardless of
the time such loss is discovered by the ASSURED.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
   
ICAP Bond
 
Form 17-02-6246 (Ed. 3-04)
Page 2
 
 
 
 

 
       
     
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
   
Endorsement/Rider No.
18
   
To be attached to and
 
   
form a part of Bond No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
 
 
AUTOMATIC INCREASE IN LIMITS ENDORSEMENT
In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. Additional
Offices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To
Company, is amended by adding the following subsection:
 
Automatic Increase in Limits for Investment Companies
 
If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940 (“the
Act”), due to:
   
(i)
the creation of a new Investment Company, other than by consolidation or merger with, or purchase or
 
acquisition of assets or liabilities of, another institution; or
 
(ii)
an increase in asset size of current Investment Companies covered under this Bond,
then the minimum required increase in limits shall take place automatically without payment of additional
premium for the remainder of the BOND PERIOD.
 
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
   
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
 
14-02-14098 (04/2008)
 
 
Page 1
 
 
 

 
 
 

 
         
     
FEDERAL INSURANCE COMPANY
 
     
Rider No.:
19
 
     
Bond Number:
81391896
 
Name of Insured:
MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
D/B/A MFS INVESTMENT MANAGEMENT
 
 
 
It is agreed that:
   
 
1
.
“Employee” as used in the attached bond shall include any natural person who is a director or
   
trustee of the Insured while such director or trustee is engaged in handling funds or other property
   
of any Employee Welfare or Pension Benefit Plan owned, controlled or operated by the Insured or
   
any natural person who is a trustee, manager, officer or employee of any such Plan.
 
2
.
If the bond, in accordance with the agreements, limitations and conditions thereof, covers loss
   
sustained by two or more Employee Welfare or Pension Benefit Plans or sustained by any such
   
Plan in addition to loss sustained by an Insured other than such Plan, it is the obligation of the
   
Insured or the Plan Administrator(s) of such Plans under Regulations published by the Secretary
   
of Labor implementing Section 13 of the Welfare and Pension Plans Disclosure Act of 1958 to
   
obtain under one or more bonds issued by one or more Insurers an amount of coverage for each
   
such Plan at least equal to that which would be required if such Plans were bonded separately.
 
3
.
In compliance with the foregoing, payment by the Company in accordance with the agreements,
   
limitations and conditions of the bond shall be held by the Insured, or, if more than one, by the
   
Insured first named, for the use and benefit of any Employee Welfare or Pension Benefit Plan
   
sustaining loss so covered and to the extent that such payment is in excess of the amount of
   
coverage required by such Regulations to be carried by said Plan sustaining such loss, such
   
excess shall be held for the use and benefit of any other such Plan also covered in the event that
   
such other Plan discovers that it has sustained loss covered thereunder.
 
4
.
If money or other property of two or more Employee Welfare or Pension Benefit Plans covered
   
under the bond is commingled, recovery for loss of such money or other property through
   
fraudulent or dishonest acts of Employees shall be shared by such Plans on a pro rata basis in
   
accordance with the amount for which each such Plan is required to carry bonding coverage in
   
accordance with the applicable provisions of said Regulations.
 
 
5
.
The Deductible Amount of this bond applicable to loss sustained by a Plan through acts
   
committed by an Employee of the Plan shall be waived, but only up to an amount equal to the
   
amount of coverage required to be carried by the Plan because of compliance with the provisions
   
of the Employee Retirement Income Security Act of 1974.
 
 
 
 
 
   
ERISA RIDER
 
TO COMPLY WITH BONDING REGULATIONS MADE
 
APPLICABLE TO THE EMPLOYEE RETIREMENT
 
INCOME SECURITY ACT OF 1974.
 
 
NOTE: This rider should not be used for any insured exempted from the bonding provisions of the Act.
 
REVISED TO JUNE, 1990.
 
 
SR 6145b
 
 
Page 1
 
 
 

 
 
     
6
.
Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,
   
provisions, agreements or limitations of the bond, other than as stated herein.
7
.
This rider is effective as of 12:01 a.m. on November 1, 2015.
 
 
Accepted:
 
Date: March 1, 2016
 
 
 
ERISA RIDER
TO COMPLY WITH BONDING REGULATIONS MADE
APPLICABLE TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974.
 
NOTE: This rider should not be used for any insured exempted from the bonding provisions of the Act.
 
REVISED TO JUNE, 1990.
 
SR 6145b
 
 
Page 2
 
 
 

 
 
 
         
     
FEDERAL INSURANCE COMPANY
     
Endorsement No.:
20
     
Bond Number:
81391896
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
     
D/B/A MFS INVESTMENT MANAGEMENT
 
 
AMEND DISCOVERY ENDORSEMENT
It is agreed that this Bond is amended by deleting Section 6., Discovery, in its entirety and substituting the
following:
   
6
.
Discovery
 
   
This Bond applies only to loss first discovered by the Risk Management Department or Department
   
of General Counsel of the ASSURED during the BOND PERIOD. Discovery occurs at the earlier of
   
the Risk Management Department or Department of General Counsel of the ASSURED being aware
   
of:
   
   
a.
facts which may subsequently result in a loss of a type covered by this Bond, or
   
b.
an actual or potential claim in which it is alleged that the ASSURED is liable to a third party,
   
regardless of when the act or acts causing or contributing to such loss occurred, even though the
   
amount of loss does not exceed the applicable DEDUCTIBLE AMOUNT, or the exact amount or
   
details of loss may not then be known.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
 
ICAP Bond
 
 
Form 17-02-6260 (Ed. 6-04)
 
 
 

 
 

 
         
       
ENDORSEMENT/RIDER
Effective date of
   
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
     
Endorsement/Rider No.
21
     
To be attached to and
 
     
form a part of Policy No.
81391896
Issued to: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
   
D/B/A MFS INVESTMENT MANAGEMENT
 
 
AMEND NAME OF ASSURED (NEW FUNDS) ENDORSEMENT
In consideration of the premium charged, is agreed that:
 
1
.
The NAME OF ASSURED, as set forth on the DECLARATIONS of this Bond, shall include any newly
   
created, merged, consolidated or terminated registered investment company sponsored by an ASSURED
   
or any newly created portfolio of an ASSURED. Provided, however, that this provision shall not apply to a
   
registered investment company that is created as a result of a merger, consolidation or acquisition with any
   
other registered investment company.
   
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and
conditions of coverage.
   
 
All other terms, conditions and limitations of this Policy shall remain unchanged.
 
 
Q09-1831 (11/2009)
 
 
Page 1
 
 
 
 

 
 

 
         
     
FEDERAL INSURANCE COMPANY
 
     
Endorsement No.: 22
 
     
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
D/B/A MFS INVESTMENT MANAGEMENT
 
 
JOINT LOSS PAYEE ENDORSEMENT
 
It is agreed that this Bond is amended as follows:
 
1
.
At the written request of the Named ASSURED, any payment in satisfaction of loss covered by this
   
Bond involving money, securities or other Property in which The Office of the City Attorney has an
   
interest shall be paid by an instrument issued to that organization and the Named ASSURED as
   
Joint Loss-Payees, subject to the following conditions and limitations:
 
   
a.
The attached Bond is for the sole use and benefit of the Named ASSURED as expressed
     
herein. The organization named above shall not be considered as an ASSURED under this
     
Bond, nor shall it otherwise have any rights or benefits under said Bond.
   
b.
Notwithstanding any payment made under the terms of this Endorsement or the execution of
     
more than one of such similar Endorsement, the amount paid for any one loss occurrence or
     
otherwise in accordance with the terms of this bond shall not exceed the LIMIT OF LIABILITY
     
as set forth in the DECLARATIONS.
 
   
c.
Nothing herein is intended to alter the terms, conditions and limitations of this Bond.
 
2
.
Should this Bond be canceled, reduced, non-renewed or restrictively modified by the COMPANY, the
   
COMPANY will endeavor to give thirty (30) days advance notice to The Office of the City Attorney
   
but failure to do so shall not impair or delay the effectiveness of any such cancellation, reduction,
   
non-renewal or restrictive modification, nor shall the COMPANY be held liable in any way.
 
3
.
Should this Bond be canceled or reduced at the request of the ASSURED, the COMPANY will
   
endeavor to notify The Office of the City Attorney of such cancellation or reduction within ten (10)
   
business days after receipt of such request, but failure to do so shall not impair or delay the
   
effectiveness of such cancellation or reduction, nor shall the COMPANY be held liable in any way.
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
 
Form 17-02-4771 (Ed. 9-02)
 
 
 
 

 

 
         
     
FEDERAL INSURANCE COMPANY
 
     
Endorsement No.: 23
 
     
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
D/B/A MFS INVESTMENT MANAGEMENT
 
 
JOINT LOSS PAYEE ENDORSEMENT
 
It is agreed that this Bond is amended as follows:
 
1
.
At the written request of the Named ASSURED, any payment in satisfaction of loss covered by this
   
Bond involving money, securities or other Property in which Teachers' Retirement System of
   
Louisiana (8401 United Plaza Boulevard, Baton Rouge, LA 70809-7017) has an interest shall be
   
paid by an instrument issued to that organization and the Named ASSURED as Joint Loss-Payees,
   
subject to the following conditions and limitations:
 
 
   
a.
The attached Bond is for the sole use and benefit of the Named ASSURED as expressed
     
herein. The organization named above shall not be considered as an ASSURED under this
     
Bond, nor shall it otherwise have any rights or benefits under said Bond.
 
   
b.
Notwithstanding any payment made under the terms of this Endorsement or the execution of
     
more than one of such similar Endorsement, the amount paid for any one loss occurrence or
     
otherwise in accordance with the terms of this bond shall not exceed the LIMIT OF LIABILITY
     
as set forth in the DECLARATIONS.
 
 
   
c.
Nothing herein is intended to alter the terms, conditions and limitations of this Bond.
 
2
.
Should this Bond be canceled, reduced, non-renewed or restrictively modified by the COMPANY, the
   
COMPANY will endeavor to give thirty (30) days advance notice to Teachers' Retirement System of
   
Louisiana (8401 United Plaza Boulevard, Baton Rouge, LA 70809-7017) but failure to do so shall not
   
impair or delay the effectiveness of any such cancellation, reduction, non-renewal or restrictive
   
modification, nor shall the COMPANY be held liable in any way.
 
 
3
.
Should this Bond be canceled or reduced at the request of the ASSURED, the COMPANY will
   
endeavor to notify Teachers' Retirement System of Louisiana (8401 United Plaza Boulevard, Baton
   
Rouge, LA 70809-7017) of such cancellation or reduction within ten (10) business days after receipt
   
of such request, but failure to do so shall not impair or delay the effectiveness of such cancellation or
   
reduction, nor shall the COMPANY be held liable in any way.
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
 
Form 17-02-4771 (Ed. 9-02)
 
 
 
 

 
 

 
         
     
FEDERAL INSURANCE COMPANY
 
     
Endorsement No.: 24
 
     
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
D/B/A MFS INVESTMENT MANAGEMENT
 
 
JOINT LOSS PAYEE ENDORSEMENT
 
It is agreed that this Bond is amended as follows:
 
1
.
At the written request of the Named ASSURED, any payment in satisfaction of loss covered by this
   
Bond involving money, securities or other Property in which KP International Equity Fund c/o SEI, 1
   
Freedom Valley Drive, Oaks PA 19456 has an interest shall be paid by an instrument issued to that
   
organization and the Named ASSURED as Joint Loss-Payees, subject to the following conditions
   
and limitations:
 
 
   
a.
The attached Bond is for the sole use and benefit of the Named ASSURED as expressed
     
herein. The organization named above shall not be considered as an ASSURED under this
     
Bond, nor shall it otherwise have any rights or benefits under said Bond.
 
   
b.
Notwithstanding any payment made under the terms of this Endorsement or the execution of
     
more than one of such similar Endorsement, the amount paid for any one loss occurrence or
     
otherwise in accordance with the terms of this bond shall not exceed the LIMIT OF LIABILITY
     
as set forth in the DECLARATIONS.
 
 
   
c.
Nothing herein is intended to alter the terms, conditions and limitations of this Bond.
 
2
.
Should this Bond be canceled, reduced, non-renewed or restrictively modified by the COMPANY, the
   
COMPANY will endeavor to give thirty (30) days advance notice to KP International Equity Fund c/o
   
SEI, 1 Freedom Valley Drive, Oaks PA 19456 but failure to do so shall not impair or delay the
   
effectiveness of any such cancellation, reduction, non-renewal or restrictive modification, nor shall
   
the COMPANY be held liable in any way.
 
 
3
.
Should this Bond be canceled or reduced at the request of the ASSURED, the COMPANY will
   
endeavor to notify KP International Equity Fund c/o SEI, 1 Freedom Valley Drive, Oaks PA 19456 of
   
such cancellation or reduction within ten (10) business days after receipt of such request, but failure
   
to do so shall not impair or delay the effectiveness of such cancellation or reduction, nor shall the
   
COMPANY be held liable in any way.
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 

 
 
 

 
 
 
         
     
FEDERAL INSURANCE COMPANY
 
     
Endorsement No.: 25
 
     
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
     
D/B/A MFS INVESTMENT MANAGEMENT
 
 
JOINT LOSS PAYEE ENDORSEMENT
 
It is agreed that this Bond is amended as follows:
 
1
.
At the written request of the Named ASSURED, any payment in satisfaction of loss covered by this
   
Bond involving money, securities or other Property in which KP Large Cap Equity Fund c/o/ SEI, 1
   
Freedom Valley Drive, Oaks PA 19456 has an interest shall be paid by an instrument issued to that
   
organization and the Named ASSURED as Joint Loss-Payees, subject to the following conditions
   
and limitations:
 
 
   
a.
The attached Bond is for the sole use and benefit of the Named ASSURED as expressed
     
herein. The organization named above shall not be considered as an ASSURED under this
     
Bond, nor shall it otherwise have any rights or benefits under said Bond.
 
   
b.
Notwithstanding any payment made under the terms of this Endorsement or the execution of
     
more than one of such similar Endorsement, the amount paid for any one loss occurrence or
     
otherwise in accordance with the terms of this bond shall not exceed the LIMIT OF LIABILITY
     
as set forth in the DECLARATIONS.
 
 
   
c.
Nothing herein is intended to alter the terms, conditions and limitations of this Bond.
 
2
.
Should this Bond be canceled, reduced, non-renewed or restrictively modified by the COMPANY, the
   
COMPANY will endeavor to give thirty (30) days advance notice to KP Large Cap Equity Fund c/o/
   
SEI, 1 Freedom Valley Drive, Oaks PA 19456 but failure to do so shall not impair or delay the
   
effectiveness of any such cancellation, reduction, non-renewal or restrictive modification, nor shall
   
the COMPANY be held liable in any way.
 
 
3
.
Should this Bond be canceled or reduced at the request of the ASSURED, the COMPANY will
   
endeavor to notify KP Large Cap Equity Fund c/o/ SEI, 1 Freedom Valley Drive, Oaks PA 19456 of
   
such cancellation or reduction within ten (10) business days after receipt of such request, but failure
   
to do so shall not impair or delay the effectiveness of such cancellation or reduction, nor shall the
   
COMPANY be held liable in any way.
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 1, 2015.
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Date: March 1, 2016
 
 
 
Form 17-02-4771 (Ed. 9-02)
 
 
 

 
 

 
                       
                 
ENDORSEMENT/RIDER
 
Effective date of
             
this endorsement/rider: November 1, 2015
FEDERAL INSURANCE COMPANY
   
 
           
Endorsement/Rider No.
26
   
 
           
To be attached to and
     
           
form a part of Policy No.
81391896
   
 
Issued to:
MASSACHUSETTS FINANCIAL SERVICES COMPANY
     
         
D/B/A MFS INVESTMENT MANAGEMENT
         
 
AMEND OTHER INSURANCE ENDORSEMENT
 
In consideration of the premium charged, it is agreed that:
         
 
(1
)
   
Section 14., Other Insurance, of this Bond is amended to add the following paragraph to the end thereof:
 
         
Notwithstanding anything to the contrary contained in the foregoing paragraph, the coverage
         
under this Bond shall apply specifically excess over the “Other Policy/Bond” scheduled below, or
         
any renewal or replacement thereof; provided that this excess coverage provided under this Bond
         
shall be subject to all of the terms, conditions, limitations and other provisions of this Bond, and in
         
no event shall this Bond be construed to be subject to any terms, conditions, limitations or other
         
provisions of the Other Policy/Bond or any other insurance, indemnity or suretyship policy/bond.
 
SCHEDULED OTHER POLICY/BOND
 
 
ASSURED
Carrier
Policy/Bond Number Policy/Bond
 
Policy/Bond
               
Limit of Liability
 
Deductible
MFS- Offshore
Federal Insurance Co.
82179304
$
9,000,000
$
50,000
MFS Investment Mgmt.
           
 
 
   
(2
)
Payment of deductibles and payment of loss under the “Other Policy/Bond” set forth in the schedule
       
above for a loss shall serve to reduce the applicable deductible under the attached Bond for that
       
same loss.
           
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
           
 
All other terms, conditions and limitations of this Bond shall remain unchanged.
   
 
 
Q11-583 (3/2011)
 
 
Page 1
 
 
 

 
 
 

 
       
   
FEDERAL INSURANCE COMPANY
 
   
Endorsement No.:
27
 
   
Bond Number:
81391896
 
NAME OF ASSURED: MASSACHUSETTS FINANCIAL SERVICES COMPANY
 
 
   
D/B/A MFS INVESTMENT MANAGEMENT
 
 
CO-SURETY ENDORSEMENT
 
In consideration of the premium charged, it is agreed that with respect to this endorsement:
(1
)
The following terms shall have the following meanings:
 
   
Controlling Company means Federal Insurance Company
 
 
   
Company means, unless otherwise specified, each insurance company, including the Controlling
   
Company, executing this endorsement.
 
 
   
Companies means, unless otherwise specified, all of the insurance companies, including the
   
Controlling Company, executing this endorsement.
 
(2
)
The following is added to Subsection 5, Limit of Liability/Non-Reduction and Non-Accumulation of
   
Liability, of the Conditions and Limitations section:
 
   
Each Company shall be liable only for such portion of each loss as underwritten by such Company,
   
as specified in this Endorsement, but in no event shall any Company be liable for an amount greater
   
than that underwritten by it.
 
(3
)
The following is added to Subsection 7, Notice to Company – Proof - Legal Proceedings Against the
   
Company, of the Conditions and Limitations section:
 
   
In the absence of a request from any Company to pay premiums directly to it, premiums for this
   
Bond may be paid to the Controlling Company for the account of all Companies. In the absence
   
of a request from any Company that notice of loss and proof of loss be given to or filed directly with
   
it, the ASSURED giving such notice to and the filing of such proof with the Controlling Company
   
shall be deemed to be in compliance with the conditions of this Bond for the giving of notice of loss
   
and the filing of proof of loss, if given and filed in accordance with said conditions.
(4
)
The following is added to Subsection 13, Termination, of the Conditions and Limitations section:
   
The Controlling Company may give notice in accordance with the terms of this Bond terminating
   
the Bond as an entirety or as to any Employee or ASSURED, and any notice so given shall
   
terminate the liability of all Companies as an entirety or as to such Employee or ASSURED, as the
   
case may be.
 
   
Any Company other than the Controlling Company may give notice in accordance with the terms
   
of this Bond, terminating the entire liability of such other Company under this Bond or as to any
   
person or entity.
 
   
In the absence of a request from any Company that notice of termination by the ASSURED of this
   
Bond in its entirety may be given to or filed directly with it, the giving of such notice in accordance
   
with the terms of this Bond to the Controlling Company shall terminate the liability of all
   
Companies as an entirety. The ASSURED may terminate the entire liability of any Company,
   
under this Bond by giving notice of such termination to that Company and by sending a copy of such
   
notice to the Controlling Company.
 
 
   
In the event of the termination of this Bond as an entirety, no Company shall be liable to the
   
ASSURED for a greater proportion of any return premium due the ASSURED than the percentage
   
underwritten by that Company.
 
 
Q08-2344 (12/2008)
 
 
Page 1
 
 
 

 
 
 

 
       
   
In the event of the termination of this Bond as to any Company, such Company alone shall be liable
   
to the ASSURED for any return premium due the ASSURED on account of such termination. The
   
termination of the attached Bond as to any Company other than the Controlling Company shall not
   
terminate or otherwise affect the liability of the other Companies under this Bond.
 
(5
)
It is agreed that the execution by the Controlling Company of the Declarations and all
   
endorsements shall constitute execution by all Companies signing this endorsement.
(6
)
The following section is added:
 
   
Claims Control
 
   
The Controlling Company shall investigate, adjust and settle all claims arising under
   
this Bond on behalf of all Companies. However, the Controlling Company shall not
   
settle any claim which is considered binding on behalf of each Company individually for
   
its proportion of any loss, without the prior written consent of each Company, which
   
consent shall not be unreasonably withheld. The Companies shall be entitled to any and
   
all particulars of any such claim and the Controlling Company shall provide each
   
Company with prompt notice of any significant changes in the status or development of
   
any claim, including reserve changes and settlement negotiations.
   
In no event shall the Controlling Company be liable for more than its proportionate
   
share of loss as stated in this endorsement. The Companies shall be liable for their
   
proportionate share of allocated loss expense incurred by the Controlling Company
   
associated with any claim made under the Bond.
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms
and conditions of coverage.
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
Underwritten for a SINGLE LOSS
FEDERAL INSURANCE COMPANY
LIMIT OF LIABILITY of $25,000,000
Controlling Company
     
CHUBB & SON
     
A division of Federal Insurance Company
     
Manager
 
Date: March 1, 2016
 
 
   
Underwritten for a SINGLE LOSS
ICI Mutual Insurance Company
LIMIT OF LIABILITY of $31,000,000
 
 
 
 
By
 
Authorized Representative
 
Q08-2344 (12/2008)
 
 
Page 2
 
 
 
 

 

 

 
 
POLICYHOLDER
DISCLOSURE NOTICE OF
TERRORISM INSURANCE COVERAGE
(for policies with no terrorism exclusion or sublimit)
Insuring Company:
You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), this
policy makes available to you insurance for losses arising out of certain acts of terrorism.
Terrorism is defined as any act certified by the Secretary of the Treasury of the United
States, to be an act of terrorism; to be a violent act or an act that is dangerous to human
life, property or infrastructure; to have resulted in damage within the United States,
or outside the United States in the case of an air carrier or vessel or the premises of a
United States Mission; and to have been committed by an individual or individuals as part
of an effort to coerce the civilian population of the United States or to influence the policy
or affect the conduct of the United States Government by coercion.
 
You should know that the insurance provided by your policy for losses caused by acts of
terrorism is partially reimbursed by the United States under the formula set forth in the
Act. Under this formula, the United States pays 85% of covered terrorism losses that
exceed the statutorily established deductible to be paid by the insurance company
providing the coverage. Beginning in 2016, the Federal share will be reduced by 1% per
year until it reaches 80%, where it will remain.
 
However, if aggregate insured losses attributable to terrorist acts certified under the Act
exceed $100 billion in a calendar year, the Treasury shall not make any payment for
any portion of the amount of such losses that exceeds $100 billion.
 
10-02-1281 (Ed. 03/2015)
 
 
 
 

 

 
 
If aggregate insured losses attributable to terrorist acts certified under the Act exceed
$100 billion in a calendar year and we have met our insurer deductible under the Act,
we shall not be liable for the payment of any portion of the amount of such losses that
exceeds $100 billion, and in such case insured losses up to that amount are subject to
pro rata allocation in accordance with procedures established by the Secretary of the
Treasury.
 
The portion of your policy’s annual premium that is attributable to insurance for such acts
of terrorism is: $ -0-.
 
If you have any questions about this notice, please contact your agent or broker.
 
10-02-1281 (Ed. 03/2015)
 
 
 
 

 

 
 
IMPORTANT NOTICE TO POLICYHOLDERS
 
 
 
All of the members of the Chubb Group of Insurance companies doing business in the United
States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents
(“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on
US insurance transactions is available under the Producer Compensation link located at the bottom of the
page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from your
producer.
 
Thank you for choosing Chubb.
 
10-02-1295 (ed. 6/2007)
 
 
 
 

 
 

 
 
Important Notice:
 
 
 
The SEC Requires Proof of Your Fidelity Insurance Policy
 
Your company is now required to file an electronic copy of your fidelity insurance coverage
(Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to
rules adopted by the SEC on June 12, 2006.
 
Chubb is in the process of providing your agent/broker with an electronic copy of your insurance
policy as well as instructions on how to submit this proof of fidelity insurance coverage to the
SEC. You can expect to receive this information from your agent/broker shortly.
 
The electronic copy of your policy is provided by Chubb solely as a convenience and does not
affect the terms and conditions of coverage as set forth in the paper policy you receive by mail.
The terms and conditions of the policy mailed to you, which are the same as those set forth in
the electronic copy, constitute the entire agreement between your company and Chubb.
 
If you have any questions, please contact your agent or broker.
 
Form 14-02-12160 (ed. 7/2006)